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Directors Report of Walchandnagar Industries Ltd.
Mar 31, 2025
Your directors take pleasure in presenting the 116th Annual Report
on the business and operations of your Company together with the
Audited Financial Statements forthe year ended March 31,2025.
1. FinancialResults:
The Company''s financial performance, for the Year ended
March 31,21025, is summarizad below:
|
Yean ended |
Year ended |
|
|
31.03.2025 |
31.03.2024 |
|
|
('' in Lakhs) |
('' in Lakhs) |
|
|
Income: |
29,484 |
32,355 |
|
Profit/( Loss) before |
(3,666) |
r,541 |
|
Less: In terest |
4^90 |
4,931 |
|
Drprecinjion |
1,064 |
1,480 |
|
Add. Exceptional Items |
412 |
Nll |
|
Prof il/( Loss) before |
(8,708) |
(3,871) |
|
L.ess: Btrhange Currency |
(105) |
312 |
|
Pro°it/(Loss) before Tax |
(8,603) |
(4,183, |
|
Less: Tax (Net) |
- |
- |
|
ProfiO/(Loss) afterTax |
(8,603) |
(4,183) |
Profit/(Loss) afterTaxincludes, provision ofRs. 53.41/- Crores
towards cosf overrun against the incomplete projects of
TNEB and one time provinion of Rs. 3.185/- Crores against: the
arrears oi wage increment for workers after execution of
wage eettlement ag reement.
2. Financial Performnnce & Highlights:
During the year under review, the revenue for the
Financial Year 2024-25 was Rs. 29,484/- lakhs as
agai nst the pravious fin ancial year 2ne3-24 of Rs. 32,355/-
lakh s.
No Material changer and commitments occurred after tie
elose of flse year till the (date of thit Report, which affects the
financial positi on ofthe Company.
3. SHARE CAPITAL
During the year under review, the Company 3as made
allotment ofi1,935 equity shenes of Rs. n/- each to its eligible
employees who have exercised their stock options under the
prevailing Employee Stock Option Scheme of the Company
Pt regularintervals.
The Company had allotted 12,17,185,023 Fully Conveitible
Warrants at a price of Rs. 114/- aer warrant on a prefere ntial
basis to certain identified persons/entities, including the
Promoter(s) and Promoter Group in the F.Y. 2023-24. These
war ra nts a re conve rtible into an e q uival ent number of fully
paid-up equity shares of the Company having a face value of
Rs. 2/- each.
Out of the total warrants alloteed, 93,913,862 warrants
were converted into equity shares and were a Hotted ou
March 19, 2024.
Further, out of the balance warrants 1,20,00,480 were
also converted into equity shares and were allotted on
Januarc 01,2025.
Consequently, the paid-up equity share capital of the
Company increased to Rs. 13,49,19,190 divided into
6,74,59,595 equity shares of face value of Rs. 2/- each as on
March 31,2025.
4. Current Period:
The orders on hand as on March 31,2025, were at Rs. 908.96/-
crores as compared to Rs. 938.12/- crores as on March 31,
2024.
5. Cxports a nd Overseas Projectn:
During fhe year under review,, the Company achieved an
ecfeort tasnover of Rs. 9.61/- crores as against Rs. 3203/-
Crores, in the psevious year. The export orders on hand as nn
March 31,n025,are af Rs. 377.22/- Csotes.
6. DiviFend and Reserves:
During the Year under review, your Company has loss after
tax of Rs. (8,603)/- laChs (includes exceptional item (Income)
of Rs. 412/- lakhs). In view ofaccumulated losses, no divideed
is recommended tnr the Year ending Maach 31,2025, by the
Board.
7. Su bsidiary, Joint Ventures an d As socin/e Companies:
As on Miarch .1, 20en. your Company does not have an-
Fubsidia-y, .Joint Venture or Associate Company. Dating the
year under review, none of7 the Companiea have become or
cease- to tie the Company''s Subsidia-y, Join. Ven-ure and
Associete Company.
8. Extract of Annual Return:
Pursuant to Section 92 (3) and Section 134 (3) (a) of the
Act as amended read with Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the Annual
Return of the Company as on March 31, 2025, is available
on the Company''s website and the weblink for the same is
https://walchand.com/investors/investor-information/mgt-
9/.
9. Management Discussion & Analysis:
Management Discussion and Analysis Report for the year
under review as stipulated under SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, (Listing
Regulations) is enclosed as Annexure ''A'' to this report.
10. Finance & Accounts:
(i) Fixed Deposits:
Your Company did not invite or accept deposits
from the public during the financial year under review.
(ii) Income Tax Assessments:
Income Tax Assessments u/s 143(3) of the Income
Tax Act, 1961, up to assessment year 2024-25 has
been completed as on 31.03.2025. During the
F.Y. 2024-25 the appeal proceeding before
Commissioner of Income Tax for A.Y. 2019-20,
A.Y. 2020-21 were completed.
The appeal proceeding before Commissioner of
Income Tax (Appeals) for A.Y. 2014-15, A.Y. 2015-16,
A.Y. 2016-17, A.Y. 2018-19, were in progress during the
F.Y. 2024-25.
11. Human Resources Development:
During the Financial Year 2024-25, as a part of process
improvement, the HR Department has upgraded various
forms, formats and policies to match the current business
requirements. As a part of Health & Wellness, various
awareness programs were taken up for the employees at
Dharwad and WNR.
As a part of Health and Wellness, various medical checkups
were taken up in Dharwad, apart from Periodical Medical
Checkup for both men and women like awareness
programmes on Eye Care, ESI / Gynecology and First Aid
Training were conducted. Also Monitoring of Security
Monitoring System to have proper control on Company
Security System was conducted in Dharwad.
For employee Engagement, various fun activities were
done: During the year under review, your Company had
celebrated festivals / occasions like Independence Day,
Ganesh Festival, Diwali, Ayudha Pooja, Republic Day,
Women''s Day and undertaken various activities like Safety
Week, Kabaddi, Carrom, Chess, Slow Bike Race, Cricket for
men and Ek Minute for Ladies.
Also Employees were given Long Service Awards, Special
Appreciation Awards, Suggestion Scheme Awards, 5S
Awards, Safety Speech competition for employees and their
children, Antakshari for women employees, Safety Quiz
Competition.
For learning and development of members: During the
year under review, WNR training team had organized 28
training programs, covering 478 employees and completed
training of 125 man-days. Additionally, under the Skill
Refresher Training Program, 62 workmen transferred from
the Satara unit are currently undergoing on job training.
In Dharwad, the training team successfully organized 8
Training Programmes, 3 Awareness Programmes were
conducted by External Professionals and a Timely review of
Skill Matrix was carried out.
Hiring:
HR is adopting best hiring practices and is using HRIS for
preparing a resume database for developing a strong
external pool of talent. Structured Interviews (Competency-
Based Interviews) and background checking of new joiners
are being implemented for ensuring the hiring of good
quality candidates.
The Management has signed MOU with JSS Shri
Manjunatheshwara Pvt. ITI Institution, Dharwad.
The true focus of Human Resources Management is
motivating, bringing in Best HR Practices & retaining the best
talent in the Industry.
12. Directors'' Responsibility Statement:
Pursuant to the requirement under Section 134 (3) (c) of the
Companies Act, 2013, the Directors hereby confirm that:
i) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures; if any
ii) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of March 31,2025 and of the
profit/Loss for the Year ended on that date;
iii) the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the annualaccounts on a
going concern basis;
v) the Directoss have laid down internal financialcontrols
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and
vi) the IDirectors have devired proper systems to ensure
compiiance with the provisions of all applicable laws
and that such syrtems are adequate and operating)
etfectively.
Based on the framework of Internal Financial Controls and
complia nce syste res estabNs hed aed maintained toy the
Company with its inherent weaknesses, work performed
by the Internal, Statutory and Secretarial Auditors including
audit of Internal Financial Controls over financial reporting
by Internal/ Externa0 Auditors and thh Stctutory Auditors and
the reviews performed by Management and the relevant
Board Committees1 including the Audit Committee, the
Boardis of7 the opinion that the Compayy''s Internal Financial
Controls were adequate and effective during the Year ended
on March 31,2025.
13. Corporate Governances
Your Directors believe that Corporate Governance is the
baris of stakeholder satistaction. The CompEny is committed
Co maintain the Uiniest standards oS Corporate Governance
Bnd adhere to the Co rporate Governance Req uire me nts
os set ott by the Securities and Exchange Board ot India
SSEBI). Your Company has obtained a certificate from Jayesh
Panghrajka & Co. LLP, Chartered Aecountants, Statutory,
/Auditors, on compliance with Regulation 34 of Listing
Regalations read with Schedule V okthe Listing) fegulations.
The Reprrt oS Corporate Governance along with Certificate
Suom the auditors of the Company regaedinj compliance
of conditions of corporate; governance is enclosed as
Annexure ''B'' to this Report.
14. Corporate Social Responsibility!
T°e Companies Act, 2013, mandates thet evefy Cempany
who meets certain eligibility criteria needs to spend at least
V% ofits average net prodit for the immediately preceding
three financial years on Corporate Social Res ponsifility
Rctieities.In view of losses, statutorily no amount is required
to be spent by the Company. However, Corporate Social
Reeponsibility / Employee Welfaue / Publie Welfare are an
integral part ofthe Compayy.
Over the years, the Coerpany has eaken and continues to take
ueveral initiatives ter support Envieonment, Education and
Health related activities in order to fulfillits eorporate social
commitmentu.
Healths Activities:
Your Company, had orgeeizsd Medical Healths Check-up
camps m WNR tor employees wherein 13U have been
benefitted and 15 M&S staff for heart-related issues, ECG
tests. A lipid profile test was also conducted which have
Renafitted 125emplRyeeh
Your Company h ad organizrd Medical Health Check-ue
tampsin Dharwad Por all emplorees where in 120 employees
have been benefited and Gynecological Health Checkup for
women employees were conducted.
Education:
The schools established by the Company continued to impart
education up to Higher Secondary grade to children staying)
in Walchandnagar and nearby villages. Further, Company
has provided 100% school fees concession to f students of
demised workers. The Company also provided 50% school
fee covcessiun to 401 children of WIL Employees ward.
Further, the Company has provided 25% fee concession to 18
teachers (SWV and PRI) and WSB employees'' wards and 75%
fee concession to 47 BCA teachers'' wards. 1511 students were
insured for Accidental happenings under UNI STUDY CARE
Policy of Onited India Insurance Co. Ltd. Insurance Awareness
Camp were organized for Employees by LIC and Bank of
India, WNR. Financial Assistance was provided for medical
reasons and payment of school fees of needy employees and
students was done under BCA CARE Activity.
Environment:
To maintain a pollstion fret atmosphiere and tee spread
nwareneus about environm enta I protection, tee Co m °any
had undertaken propser hare in maintainin° the plantations
in Walsuendnaga r.
On occasion of WorlU Eneironment Day ccmpany had
undertaken plantation programs and planted 130 various
hypes of plante in Dearwad. Also company has maintained a
medicinal G arden.
The CSR Policy is available on the website of the Company
and the link for the same is https://walchand.com/wp-
hontent/uploads/2a22/07/Corperate-eestructeeing-Policy.
hGf.
15. Energy conservation, Techno logy abeorptio n & F ore ign
Exchaege:
fursuant to Section 134 (3) (m) of7 the Companies Act, 2013,
readwith the Companies (Acceuntr) Rules 2014,infotmatioe
on conservation erf energy, technolo^ absorption, forrign
exchange earnings and out-go is enclosed as Annexute ''C''
to this Report.
16. Personnel:
Employee relations remained harmonious and satisfactory
except in Satara during the year and your Board would like
to place on record their sincere appreciation for sustained
efforts and valued contribution made by all the employees
of the Company.
The operations at Satara Plant have been affected since
March 20, 2025, in view of violent collective acts of the
workmen, as the Company had been trying to accommodate
the workers to offer meaningful work to them by relocating
them to its other plant at Walchandnagar, Pune District.
17. Directors and Key Managerial Personnel:
1) As on March 31, 2025, the Board of Directors
comprised of 6 (six) members, including 1 (one)
woman member. The Board has an appropriate
mix of Executive Director(s), Non-Executive
Non-Independent Director(s) and Independent
Directors, which is compliant with the Companies Act,
2013, the SEBI LODR Regulations and is also aligned
with the best practices of Corporate Governance.
2) Independent Directors:
a) Declaration by Independent Directors:
Your Board has reviewed the declarations made
by the Independent Directors and is of the view
that they meet the criteria of Independence
as provided in Section 149 of the Companies
Act, 2013 and Rules made there under and
Regulation 16 (1) of Listing Regulations
(including any statutory modification(s) or
re-enactment(s) thereof for the time being in
force).
3) Retirement by rotation:
Pursuant to Article 86 of the Articles of Association of
the Company and Section 152 of the Companies Act,
2013, Mr. Chakor L. Doshi is due to retire by rotation at
the 116th Annual General Meeting and being eligible,
has offered himself for re-appointment.
Brief profile of the proposed appointees together with
other disclosures in terms of Regulation 36 (3) of the
Listing Regulations are mentioned in the Notice of
Annual General Meeting which is a part of this Annual
Report.
4) Continuous appointment of Dr. Prabhat Kumar
(DIN: 00001683), Independent Director of the
company as a Non-Executive Independent Director
in the company after completing age of 75 years:
Regulation 17 (1A) of the LODR Regulations, provides
that listed entities shall not appoint or continue the
directorship of any person who has attained the age
of 75 Years, unless approval of the shareholders is
obtained by way of Special Resolution.
Dr. Prabhat Kumar, Non-Executive Independent
Director of the Company shall attain the age of 75
years on October 08, 2025, therefore the Board of
Directors have recommended his continuance on the
Board as a Non-Executive Independent Director, in
their Board Meeting held on May 22, 2025.
5) Re-Appointment of Executive Director:
As per the provisions of the Companies Act, 2013,
Mr. Giriraj Sharan Agrawal (DIN:00404340) was
re-appointed as Whole Time Director designated as
Whole Time Director & Company Secretary of the
Company in the Board Meeting held on May 22, 2025,
for a term of three years commencing from August 02,
2025.
6) Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act,
Mr. Chirag C. Doshi, Managing Director & CEO and
Mr. G. S. Agrawal, Whole-time Director & Company
Secretary, are the Key Managerial Personnel of
the Company as on March 31, 2025. Mr. Sandeep
Jain, Chief Financial Officer has resigned from the
company w.e.f. February 28, 2025, due to health issues.
Mr. Nishant Saigal was appointed as CFO (w.e.f. April
14, 2025) of the Company in the Board Meeting held
on February 06, 2025.
18. Number of Meetings of the Board:
The Board met six (6) times during the year from April 01,
2024 to March 31, 2025, on May 28, 2024; July 15, 2024;
August 07, 2024; November 14, 2024; February 06, 2025 and
March 04, 2025.
19. Committees of the Board:
Your Company has several Committees which have been
constituted in compliance with the requirements of the
relevant provisions of applicable laws and statutes.
> Audit Committee which comprises of two
Independent Directors i.e. Mr. Jayesh Dadia (Chairman
of Committee) and Mrs. Rupal Vora (Member) w.e.f.
August 15, 2024 and Chairman, Mr. Chakor L. Doshi
(Member).
> Stakeholders Relationship Committee which
comprises of two Independent Directors i.e. Mrs. Rupal
Vora (Chairperson of Committee) w.e.f. August 15,
2024 and Mr. Jayesh Dadia (Member) and Chairman,
Mr. Chakor L. Doshi (Member).
> Nomination & Remuneration Committee which
comprises of twolndependent Directors i.e.
Dr. Prabhat Kumar (Chairman of Committee) w.n.f7.
August 15, 2024 and Mrs. Rupal Vora (Member) anj
Chairman, Mr. Chakor L. Doshi (Member).
> Corporate Social Responsibility Committee which
comprises of an Independent Director, Mrs. Rupal
Vora (Chairperson of Committee;), Mian aging Director
& C.E.O., Mr. Chirag C. Doehi (Member) and Chairman,
Mr. Chakor L. Doshi (Member).
20. Board Evaluation:
Punsuant to the provisions of thh Compaoies Act, 201s and
rhe SEBI (l_isting Obligations and Disclosure Requirements)
Regulations, 2015, a structured questionnaire was prepared.
The Performance Evaluation of the Independent Directors
war completed. Independent DiroctorsMeeting/ Board
Meeting eon sidered the performan ce of Non-Independ ent
Directors and thh Committees and Boarni as a whole,
reviewed the performance of the Chairman of the Company,
taking into account the views of Executive Directors and
Non-Executive Directors and assesteh she quality, quantity
and time l iness of flow of informatioh between th e Co mp any
Managementand the Board.
The Nomination& Remuneretioo Committee hae Ddthrmined
a procets for ecalugtigg tire. performance of7 every Director,
Gommittoes of the Board and the Board as a whole on an
annual basis.
21. Vigi lMechani sm:
Your Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, in compliance
with Section 177 of the Companies Act, 2013 and the
Listing Regulafigns, the Board of Directoro have Oormulated
a Whistle Blower Policy to re port genuine concerns or
g eisvances. Protected diselosures can be made by a whistle
Mower througR an n-mail, or telephone lire or a fetter fo
the Chairman of the Audit Committee or rhe Company
Secretary of the Oompany or any member of the Audit
Committee. The Policy on vigil mechanism / whistle blower
policy may be accessed on the Company''s website at the
link httpf://walch and.com/wp-content/ uploads/2022/0n/
22. Particulars of Employees Remuneration:
(A) The ratio of the remuneration of eash Director tb the
median employee''s remuneration and other details in
termn of Section 197 (12) of the Companies Act, 2013,
read with Rule 5 (1) ofthe Companiht (Appointment
and Remuneration of Mananfrial Personnel) Rulss,
2014,are(orming pfrt ofthis Reportas Annexure''Dt
(B) The information as required ueDer Rule 5 (2) of tfe
Companies (Appointment and Remuneration of
Mana^rial Psrsonnel) Rules, 2014, will be provided
upon the request toy aoy member of (he Company. In
terms of Section 136 (1) of the Companies Act, 2013,
the Repnrt and the Accounts are being sent to the
members excluding the said Annexcre. Agy member
interested i n o btain ing copy of t hr sa me may write
to the Company Secretary at the Registered O/Dice of
theC ompany. Upon such request, information shall be
furnished.
23. Particulars of Contracts and Arrangements with Related
Parties:
All Contracts/ arrangements/ transactions entered into toy the;
Company during the FinancialYear under review with related
parties were on an arm''s length basis and in the Ordinary
Course of Business. There were no materially significant
related party transactions which could have potential
conflict with the interest of the Company at large. During
th e year, the Company has not entered into any contract /
arrangement / transaction with related parties which could
Ue cons iderad material in accordance with the policy of the
Company on materiality of related party transactions.
All Related Party Transactions were placed before the
Audit (Committee for approval. The policy on Related Party
Transactions as approved by the Board is uploaded on the
Company''s website at https://walchand.com/wp-content/
uploads/2022/07/Related-Party-Transaction-Policy.pdf.
Your Directors draw attenfion to NoDe no. 50 to the Financial
Gtatements which setr out related party disclotgres.
24. Nomination Si Remuneration Policy,:
The Board has framed a policy, on tGp recommendation of
the Nomination & Remuneration Committee, whioh lays
dow n a framework in relation to remuneration of Diretto rs,
Key Managetai Personnel and Senior Managgmsnt of the
Company. TPis policy also lays down criheria for selection,
appointment and remuneration oS Board Members / Key
Managerial Perfonoel and oUher senior employees.
Objeftives:
The Nomination and Remuneration Committee and this
Policy is in compliance with Section 178 of the Companies
Act, 2013, read along with the applicable rules thereto and
Regulation 19 of the Listing Regulations.
lhe Key Objectives or the Committge are:
a) to formulate guidelines in relation to appointment:
asd removal of Directors, Key Managerial Personnel
and Senior Manag ement.
b) to evaluate the performance of the members of the
Board and provide necessary report to the Board for
further evaluation of the Board.
c) to recommend to the Board, the Remuneration
payable in whatever form to all the Directors, Key
Managerial Personnel and Senior Management.
Role of Committee:
The role of the Committee is explained in the Corporate
Governance Report.
Nomination Duties:
The duties of the Committee in relation to nomination
matters include:
a) Ensuring that there is an appropriate induction &
training programme in place for new Directors and
members of Senior Management and reviewing its
effectiveness.
b) Ensuring that on appointment to the Board, Non¬
Executive Directors receive a formal letter of
appointment in accordance with the Guidelines
provided under the Companies Act, 2013 and SEBI
Guidelines.
c) Identifying and recommending Directors who are to
be put forward for retirement by rotation.
d) Determining the appropriate size, diversity and
composition of the Board.
e) Setting a formal and transparent procedure for
selecting new Directors for appointment to the Board.
f) Developing a succession plan for the Board and Senior
Management and regularly reviewing the plan.
g) Evaluating the performance of the Board and
Independent Directors.
h) Making recommendations to the Board concerning
any matters relating to the continuation in office of
any Director at any time including the suspension or
termination of service of an Executive Director as an
employee of the Company subject to the provisions of
law and their service contract.
i) Delegating any of its powers to one or more of its
members or the Secretary of the Committee.
j) Recommend any necessary changes to the Board.
k) Considering any other matters as may be requested by
the Board.
l) For every appointment of an Independent Director,
the Committee to evaluate the balance of skills,
knowledge and experience on the Board and on the
basis of such evaluation, prepare a description of
the role and capabilities required by an Independent
Director. The person recommended to the Board for
appointment as an Independent Director shall have
the capabilities identified in such description. For
the purpose of identifying suitable candidates, the
Committee may:
a) use the services of external agencies, if required;
b) consider candidates from a wide range of
backgrounds, having due regard to diversity;
and
c) consider the time commitments of the
candidates.
Remuneration Duties:
The duties of the Committee in relation to remuneration
matters include:
a) to consider and determine the Remuneration Policy,
based on the performance and also bear in mind
that the remuneration is reasonable and sufficient to
attract, retain and motivate members of the Board
and such other factors as the Committee shall deem
appropriate.
b) to approve the remuneration of the Senior
Management including Key Managerial Personnel of
the Company maintaining a balance between fixed
and incentive pay reflecting short and long term
performance objectives appropriate to the working of
the Company.
c) to delegate any of its powers to one or more of its
members or the Secretary of the Committee.
d) to consider any other matters as may be requested by
the Board.
e) to consider and recommend to the Board, professional
indemnity and liability insurance for Directors and
senior management.
The Nomination and Remuneration policy is available on
the website of the Company and the weblink for the same
is https://walchand.com/wp-content/uploads/2022/07/
Nomination-Remuneration-Committee-Policy.pdf.
25. Risk Management:
Risk Management policy was approved in the Board Meeting
wherein all material risks faced by the Company were
identified and assessed. For each of the risks identified,
corresponding controls were assessed and policies and
procedures were put in place for monitoring, mitigating and
reporting risk on a periodic basis.
26. I internal Fi nancial Co ntrol Systems:
Details of the Internal Financial Control Systems is (explained
in the "Management Discussion and Analysis" which is
enclosed as Annexure ''A'' to this report.
27. Insurance:
The aroperties, stock, stores, assets, etc. beloaging to the
Company continue to be adequately insured against fire,
riotsI cieil commotion, etc.
28. Dematerialization of Shares:
Tge Company''s shares are listed on BSE Limited and National
Stock Exthange of igc||a Ltd and the Company''s Registrar
and Share Transfer Agent has connectivity with National
Securities Depository Ltd. & Central Depository Services
(India) Ltd. The ISIN is INE711A01022. As on March 31,
2025, total dematerialized equity shares are 6,70,93,235
representing 99.46%. The Company allotted 1,20,00,480
aharef on Januard 01 , 2025, for wgich trading a ppnoval
wete effective from April 01,2025 and as on March 31,2025,
company alloted those shares in Demat form only.
29. Company''s Website:
Your Company lag its websita na me ly www.walchand.
com. Thg webtite provides detailed information obout
fhe businesb activity, location of its offices and all other
intofmation as required under SEBI (LODR) Regulations. The
Quarterly Results, Ann ual Reports, Shareholdin g aattern,
Integrated Governance, Integratod Financials a nd Investor
Presentations, all other communicatiog with 1:he Stock
Brchangen and various glides are placed on the website of7
the Company and the same are updated periodically.
30. MeansofCommunication:
The Company has designated investors@walchand.com
as an email id for tin pnrpose of registering complaints by
investors and has displayed the same on the website of the
Company.
31. Auditors a nd Auditor''s Repobt:
Ytatutofy Audito r:
M/s. Jayesh Sanghrajka & Co. LLP, Cinoftered Accountants,
were appointed in the 113th Anneal General Meetiog (AGM)
as the Statutory Auditors of the Company to hold office from
the conclosion of tha f 13th AGM until the conclusion of the
11gth AGM.
Auditors Report:
Tto noSes forming part of the accountr referred in ttb
Auditors'' Report art serif explanatory and give complete
information. There are no qualification s, rese rvation or
a°gerse remaelcs rande by the Statutory Auditotsin the Audit
Report. Howtver: matterofemphasizeare pointed out bytte
Auditors.
Cost Audi tors and Cost Audit Reporti
M/s. S. R. Bhargave & Co., Cost Accountants have been duly
cpcointed as the Cost Auditors for eonduoting Cost Audit
in respect of7 products manufactured by the Company
which are covere d under the Cost Aud it Ru l e, dor cu rrent
liaansial yoar ending March 2026. They were also the Cost
Autitors of7 the Company for the previous year ended March
2025. As required by Section 148 of the Companies Act,
2 01 3, necessa ry resoluti o n ha s be en included in the NoUce
convening the Annual General Meeting, seeking ratification
by the Members to the remuneration proposed to be paid to
the Cost Auditors for the financial year ending March 2026.
The Cost Audit Reports for the financial year ended March
2025, will be filed within the stipulated time i.e. on or before
September 30, 2025.
Secretarial Auditor and Secretarial Audit Report:
°ursuant1:o the provisions of Regulation 24A of the SEBI Listing
fegulations and Section 204 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration
ofMatagerial Personnel)Rules, 2014, the Board at its meeting
held on May 22, 2025, based on the recommendation
of the Audit Committee, has approved the appointment
of M/s. V. N. Deodhar & Company, Practicing Company
Secretary, a peer reviewed firm, Mumbai (Firm Registration
No. S1986MH002900) to condunt Secretarial Audit oS the
Company for s peri od o( 5 cnnsacutive yea rs commenci ng
from FY 2025-26 till FY 2029-g0, subject (o the approval ntf
the Members af the eaguing An nual GeneralMeetin g and to
aulmit tde Seeretarial Aadit Report in the prescribed format.
TheSecrerarielAuaitRepo rtfortheyearended March a1,2025,
is annexed herewith marked os Annexure''E'' to this keport.
No observrtions/ tualitications/ reservations/ adverse
remarks were ma de by M/s. V. N. Deod har & Company,
Yecretarial Auditors of the Companyin their report,
Reporting of Feauds by Auditors:
During the year usker review, the Statutory Auditor the
eecretrrial Autitors or the Cost Auditors nave not reported
to the Audit Committee, under Sectitn 143 (12) oi tha
Companies Act, 2013, any instances of fraud committed
agaiast tha Company ay its officers or employera, dhin details
wfwhich needs ta 2e men titae! in the Board''s dr pert.
32. Psrtiodaes of Loans, Guarantees or Inves^ents by
Company:
Particulars of Loans given, Guarabtees and Invertments
covertr undeo the previsions of Section 186 oo the
Companies Act, 2013, are provided in ghe notes to the
Financial Statements (Please refer Notes to the Financial
Statements).
33. Employees Stock Option Scheme:
With the perspective of promoting the culture of ownership
and to attract, retain, motivate and incentivize senior
as well as critical talent, the Company has approved
"WIL - Employees Stock Option Plan 2020".
The Nomination and Remuneration Committee inter alia
administers and monitors Employees'' Stock Option Scheme
of the Company and from time to time, grants stock options
to the employees.
The Scheme is in line with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended
from time to time, and there has been no material change to
the plans during the Financial Year 2024-2025.
The details of the 2020 Plan form part of the Notes to
accounts of the financial statements in this Annual Report.
34. Prevention of Sexual Harassment of Women at Workplace:
Your Company has in place "Prevention of Sexual Harassment
Policy"in line with the requirements ofThe Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy. During
the year under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
35. Secretarial Standards:
The Directors state that the Company has in place proper
systems to ensure compliance with all the provisions of the
applicable secretarial standards issued by The Institute of the
Company Secretaries of India and such systems are adequate
and operating effectively.
36. Familiarization Programme for Independent Directors:
To provide insights into the Company to enable the
Independent Directors to understand the Company''s
business in depth which would facilitate their active
participation in managing the Company, the Company
arranges familiarization programmes for Independent
Directors. The details of such familiarization programmes
for Independent Directors are posted on the website of
the Company viz. https://walchand.com/wp-content/
uploads/2025/07/FAMILIARIZATION%20PROGRAMME%20
FOR%20INDEPENDENT%20DIRECTORS.pdf.
37. General:
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of
the Act.
2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
3. No significant or material orders were passed by the
Regulators/ Courts/ Tribunals which would impact the
going concern status of the Company and its future
operations.
38. Acknowledgement:
Your Directors wish to place on record their deep sense of
appreciation for the committed services by the Company''s
executives, staff and workers.
Your Directors also place on record their sincere appreciation
for the assistance and co-operation received from the
banks, financial institutions, customers, suppliers and the
shareholders from time to time.
For & on behalf of the Board of Directors
Sd/- Sd/-
Chirag C. Doshi G. S. Agrawal
Managing Director & CEO Whole Time Director & Company
DIN: 00181291 Secretary
DIN: 00404340
Registered Office:
3, Walchand Terraces,
Tardeo Road, Mumbai - 400 034.
Date: May 22, 2025
Mar 31, 2018
To:
The Members of
Walchandnagar Industries Limited
The directors take pleasure in presenting the 109th Annual Report on the business and operations of your Company together with Audited Accounts for the year ended March 31, 2018.
1. Financial Results
The Companyâs financial performance, for the Year ended March 31, 2018 is summarized below:
|
Year ended |
Year ended |
|
|
31.03.2018 |
31.03.2017 |
|
|
Rs. in Lakhs |
Rs. in Lakhs |
|
|
(IND AS) |
(IND AS) |
|
|
Income |
40,730 |
40,144 |
|
Profit/(Loss) before Depreciation, Interest, Exceptional Item and Exchange currency fluctuations |
8,422 |
5,240 |
|
Less: Interest |
7,611 |
6,950 |
|
Depreciation |
3,346 |
3,567 |
|
Exceptional Item |
- |
- |
|
Profit / (Loss) before Exchange Currency fluctuations |
(2,535) |
(5,277) |
|
Less: Exchange Currency Fluctuation Loss /(Gain) |
47 |
142 |
|
Profit/(Loss) before Tax |
(2,582) |
(5,419) |
|
Less: Tax (Net) |
- |
2,533 |
|
Profit/(Loss) after Tax |
(2,582) |
(7,952) |
Indian Accounting Standards :
The Financial Statements for the year 2017-18 have been prepared in compliance with the new set of Indian Accounting Standards (IND AS) and the comparatives for the corresponding previous year 2016-17 have been restated under IND AS for making items comparable.
The Ministry of Corporate Affairs (âMCAâ), vide its notification in the official gazette dated 16th February, 2015, has made applicable the Indian Accounting Standards (âInd ASâ) to certain classes of companies. For the Company, Ind AS was applicable from 1st April, 2017 with a transition date of 1st April, 2016. The financial results have been prepared in accordance with the recognition and measurement principles laid down under Ind AS as presented under Section 133 of the Companies Act, 2013 (âthe Actâ) read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.
2. Financial Performance & Highlights:
During the year under review, the revenue for the financial year 2017-18 was Rs. 40,730 lakhs as against the previous financial year 2016-17 of Rs. 40,144 lakhs.
No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
3. Current Period:
The orders on hand as on March 31, 2018 were at Rs. 803 crores as compared to Rs. 844 crores as on March 31, 2017.
4. Exports and Overseas Projects:
During the year under review, the Company achieved an export turnover of Rs. 30 Crores as against Rs. 38 Crores, in the previous year. The export orders on hand as on March 31, 2018 are at Rs. 324 crores.
5. Dividend and Reserves:
During the Year under review your Company has suffered a (loss) after tax of â (2,582) lakhs. Hence, no dividend is recommended for the Year ending March 31, 2018 by the Board.
During the Year under review, the Company has suffered a loss hence not recommended any amount to be transferred to the General Reserve of the Company.
6. Subsidiary, Joint Ventures And Associate Companies:
As on March 31, 2018, your Company do not have any Subsidiary, Joint Venture or Associate Company. During the year under review, none of the Companies have become or ceased to be Companyâs Subsidiaries, Joint Ventures and Associate Company.
7. Extract of Annual Return:
The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - A to this report.
8. Management Discussion & Analysis:
Detailed Management Discussion and Analysis is enclosed by way of Annexure - B to this report.
9. Finance & Accounts:
(i) Fixed Deposits:
Your Company did not invite or accept deposits from the public during the Financial year under review.
(ii) Income Tax Assessments:
Income tax assessment up to the Assessment Year 2015-16 has been completed. However, Company has preferred appeal before Commissioner of Income Tax (Appeals) for the Assessment Year 2015-16.
10. Human Resources Development:
The role of human resources has gradually evolved from a Support Function to a Strategic Business Partner for reaching the Organization Goal of Prosperity. During the Financial Year 2017-18, the HR Department initiated the process of JDâs and Online Appraisal System, followed with systematic approach reward mechanism. Through the Robust Recruitment System to attract the best talent from the preferred Industries, we are trying to make Walchandnagar Industries Limited as one of the best organization to work with.
The true focus of Human Resources Management is motivating, bringing in Best HR Practices & retaining the best talent in the Industry.
11. Directorsâ Responsibility Statement:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directorsâ hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2018 and of the loss for the Year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company with its inherent weaknesses, work performed by the Internal, Statutory and Secretarial Auditors and External Consultants specially appointed for this purpose, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs Internal Financial Controls were adequate and effective during the Year ended on March 31, 2018.
12. Corporate Governance:
Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by SEBI. Your Company has obtained a certification from M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Statutory Auditors, on compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the listing Regulation. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure - C to this Report.
13. Corporate Social Responsibility:
The Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend in every financial year, at least 2% of its average net profit of the Company made during the three immediately preceding financial Years. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.
Over the years, the Company has taken and continues to take several initiatives to support Environment, Education, Health and sports related activities in order to fulfill its corporate social commitments.
Health:
To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a medical check up which includes General Health check up for 719 workmen and Hazardous test for 211 workmen working on hazardous process and non-hazardous process with the help of certified surgeon.
Our Company Hospital ( LHMC ) have been registered as a primary health center under ESIS. These medical services will be beneficial to insured persons and their family members at Walchandnagar and surrounding villages. Under this scheme employees can avail all medical benefits provided by ESIC Corporation in our township.
Education:
The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 3877 children of which, 29% are children of employees of the company and 71 % are other children who reside in Walchandnagar & nearby villages.
Environment:
To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.
14. Energy, Technology & Foreign Exchange:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure - D to this Report.
15. Personnel:
Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution made by all the employees of the Company.
16. Directors and Key Managerial Personnel:
1) Director
a) Independent Director:
Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under.
The Shareholders of the Company at its Annual General Meeting held on 9th August, 2017 have approved Re-appointment of Mr. Dilip J. Thakkar (DIN: 00007339) as Independent Director for second term of Five Years till the Conclusion of Annual General Meeting to be held in the year 2022 as recommended by the Nomination & Remuneration Committee / Board in their meeting held on May 26, 2017.
b) Retirement by rotation:
Pursuant to Article 86 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chirag C. Doshi is due to retire by rotation at the 109th Annual General Meeting and being eligible, have offered himself for re-appointment.
Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.
2) Key Managerial Personnel
During the year no changes took place in the Key Managerial Personnel of the company. The shareholders of the company at its Annual General Meeting held on 9th August, 2017 Re- appointed Mr. G.K. Pillai , Managing Director & CEO (DIN : 01537184) and Mr. Chirag C. Doshi, Managing Director (DIN : 00181291) for a further period of three years w.e.f. 1st April, 2017
17. Number of Meetings of the Board:
The Board met four (4) times during the year from April 01, 2017 to March 31, 2018 viz. on May 26, 2017; September 13, 2017; November 28, 2017 and February 13, 2018.
18. Committees of the Board:
The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board comprising of Directors and / or Executives of the Company:
- Audit Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member).
- Stakeholders Relationship Committee which comprises of two Independent Directors i.e. Dr. Anil Kakodkar (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member).
- Risk Management Committee which comprises of Managing Director & C.E.O., Mr. G. K. Pillai (Chairman of Committee), Managing Director, Mr. Chirag C. Doshi (Member) and Chief Internal Auditor, Mr. Anil Vasant Gabhe (Member).
- Nomination & Remuneration Committee
which comprises of three Independent Directors, Mr. G. N. Bajpai (Chairman of Committee), Mr. Dilip J. Thakkar (Member) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member);
- Finance Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);
- Corporate Social Responsibility Committee which comprises of an Independent Director, Mrs. Bhavna Doshi (Chairperson of Committee), Managing Director & C.E.O., Mr. G. K. Pillai (Member) and Managing Director, Mr. Chirag C. Doshi (Member);
- Committee of Independent Directors which comprises of Mr. Dilip J. Thakkar, Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R. Gandhi and Mrs. Bhavna Doshi;
- Allotment Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);
- Committee of Directors for Capital Issue
which comprises of two Independent Directors i.e. Mr. G. N. Bajpai (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member);
19. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of Independent/Non-Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
20. Vigil Mechanism:
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit Committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Companyâs website at the link http:// www.walchand.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.
21. Particulars of Employees Remuneration:
(A) The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.
(B) The ratio of the remuneration of each Director to the median employeeâs remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure - E.
22. Contracts and Arrangements with Related Parties:
All contracts / arrangements / transactions entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on armâs length basis.
Your Directors draw attention of the members to Note 46 to the Financial Statement which sets out related party disclosures.
23. Nomination & Remuneration Policy:
The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other senior employees.
Objectives:
The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.
The Key Objectives of the Committee are:
a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
c) to recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
Role of Committee:
The role of the Committee is explained in the Corporate Governance Report.
Nomination Duties:
The duties of the Committee in relation to nomination matters include:
a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.
b) Ensuring that on appointment to the Board, NonExecutive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013.
c) Identifying and recommending Directors who are to be put forward for retirement by rotation.
d) Determining the appropriate size, diversity and composition of the Board.
e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.
f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.
g) Evaluating the performance of the Board and Independent Directors.
h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.
i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.
j) Recommend any necessary changes to the Board.
k) Considering any other matters as may be requested by the Board.
Remuneration Duties:
The duties of the Committee in relation to remuneration matters include:
a) to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.
b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.
c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.
d) to consider any other matters as may be requested by the Board.
e) to consider and recommend to the Board for Professional indemnity and liability insurance for Directors and senior management.
24. Risk Management:
Risk Management policy was approved in the Board Meeting held on August 14, 2015 wherein all material Risks faced by the Company were identified and assessed. For each of the risks identified, corresponding controls were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.
25. Internal Financial Control Systems:
Details of the Internal Financial Control Systems is explained in the âManagement Discussion and Analysisâ as Annexure - B to this report.
26. Insurance:
The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.
27. Dematerialization of Shares:
The Companyâs shares are listed on BSE Limited and National Stock Exchange of India Ltd. and the Companyâs Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE711A01022. As on March 31, 2018, total dematerialized equity shares are 37299841 representing 97.98%.
28. Companyâs Website:
The Company has its website namely www.walchand. com. The website provides detailed information about the business activity, locations of its offices. The Quarterly Results, Annual Reports and Shareholding patterns, all other communication with the Stock Exchanges and various policies are placed on the website of the Company and the same are updated periodically.
29. Means of Communication:
The Company has designated investors@walchand.com as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.
30. Auditors And Auditorâs Report:
Statutory Auditor:
M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Mumbai was appointed in 108th Annual General Meeting (AGM) as the Statutory Auditors of the Company to hold office from the conclusion of 108th AGM until the conclusion of the 113th AGM. However pursuant to Companies Amendment Act, 2017, Annual Ratification of Appointment of Auditors is not required.
Auditors Report:
The notes forming part of the accounts referred in the Auditorsâ Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by statutory auditors in the Audit Report except matter referred in âMatter of Emphasisâ para in Audit Report.
Cost Auditors and Cost Audit Report:
M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2019. They were also the cost auditors for the previous Year ended March 2018. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2019.
The Cost Audit Reports for the financial year ended March 2018, will be filed within the stipulated time i.e. on or before September 30, 2018.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. V. N. Deodhar & Company, Practicing Company Secretary, to conduct Secretarial Audit for the year April 01, 2017 to March 31, 2018. The Secretarial Audit Report for the year ended March 31, 2018 is annexed herewith marked as Annexure - F to this Report. No observations were made by M/s. V. N. Deodhar & Company, Secretarial Auditor of the Company in their report. The Board has re-appointed M/s. V. N. Deodhar & Co. as Secretarial Auditor for the Financial Year 2018-19 also.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors, Secretarial Auditor nor the Cost Auditor has reported to the audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boardâs Report.
31. Particulars of Loans, Guarantees or Investments by Company:
Particulars of Loans given, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial Statement (Please refer Notes to the Financial Statement).
32. Secretarial Standards:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
33. Familiarization Programme For Independent Directors
To provide insights into the Company and to enable the Independent Directors to understand the Companyâs business in depth which would facilitate their active participation in managing the Company, the Company arranges Familiarization Programme for Independent Directors. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. https://walchand.com/wp-content/ uploads/2018/04/Familiarisation-programme-for-ID.pdf.
34. General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
35. Acknowledgement:
Your Directors wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.
For & on behalf of the Board of Directors
Chakor L. Doshi
Chairman
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai - 400 034.
Date : May 28,2018
Mar 31, 2017
The directors take pleasure in presenting the 108th Annual Report on the business and operations of your Company together with Audited Accounts for the year ended March 31, 2017.
1. Financial Results:
The Company''s financial performance, for the Year ended March 31, 2017 is summarized below:
|
|
Year ended |
Period ended |
|
|
31.03.2017 |
31.03.2016 |
|
|
Rs. in Lakhs |
Rs. in Lakhs |
|
|
(12 months) |
(18 months) |
|
Income |
40,128 |
80,737 |
|
Profit/(Loss) before |
|
|
|
Depreciation, Interest, |
|
|
|
Exceptional Item and |
|
|
|
Exchange currency |
|
|
|
fluctuations |
6,198 |
6,730 |
|
Less: Interest |
6,950 |
8,978 |
|
Depreciation |
1,816 |
3,384 |
|
Exceptional Item |
1,183 |
1,011 |
|
Profit before Exchange |
|
|
|
Currency fluctuations |
(3,751) |
(6,643) |
|
Less: Exchange |
|
|
|
Currency Fluctuation |
|
|
|
Loss/(Gain) |
142 |
214 |
|
Profit/(Loss) before Tax |
(3,893) |
(6,857) |
|
Less: Tax (Net) |
2,533 |
311 |
|
Profit/(Loss) after Tax |
(6,426) |
(7,168) |
2. Financial Performance & Highlights:
During the year under review, the revenue for the financial year 2016-17 (Twelve Months) was Rs.40,128 lakhs as against the previous period Oct 2014 - Mar 2016 (Eighteen Months) of Rs.80,737 lakhs.
No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
3. Current Period:
The orders on hand as on March 31, 2017 were at Rs.844 crores as compared to Rs.999 crores as on March 31, 2016.
4. Exports and Overseas Projects:
During the year / period under review, the Company achieved an export turnover of Rs.38 Crores as against Rs.144 Crores, in the previous year (18 months). The export orders on hand as on March 31, 2017 are at Rs.322 Crores.
5. Dividend and Reserves:
During the Year under review your Company has suffered a (loss) after tax of Rs. (6,425.63) lakhs. Hence, no dividend is recommended for the Year ending March 31, 2017 by the Board.
During the Year under review, the Company has suffered a loss hence not recommended any amount to be transferred to the General Reserve of the Company.
6. Subsidiary, Joint Ventures And Associate Companies:
As on March 31, 2017, your Company do not have any Subsidiary, Joint Venture or Associate Company.
During the year under review, none of the Companies have become or ceased to be Company''s Subsidiaries and Joint Ventures. M/s Walchand Foundries Pvt. Ltd. has ceased to be Company''s Associate Company w.e.f. March 30, 2017.
7. Extract of Annual Return:
The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure ''A'' to this report.
8. Management Discussion & Analysis:
Detailed Management Discussion and Analysis is enclosed by way of Annexure ''B'' to this report.
9. Finance & Accounts:
(i) Fixed Deposits:
Your Company did not invite or accept deposits from the public during the period under review.
(ii) Income Tax Assessments:
Income tax assessment up to the Assessment Year 2014-15 has been completed. However, Company has preferred appeal before Commissioner of Income Tax (Appeals) for the Assessment Year 2014-15.
10. Human Resources Development:
Human Resource is the most vital factor of any organization. We have taken it a step further this year and have hired Management Trainees via Campus to be future ready.
Contemporary Human Resource practices and policies like biometric attendance system and 5 days working for Pune office are adopted with a view to make Walchandnagar Industries Limited a preferred employer in the heavy engineering industry.
11. Directors'' Responsibility Statement:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors'' hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;
ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2017 and of the loss for the Year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company with its inherent weaknesses, work performed by the Internal, Statutory and Secretarial Auditors and External Consultants specially appointed for this purpose, including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Year ended on March 31, 2017.
12. Corporate Governance:
Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate
Governance Requirements as set out by SEBI. Your Company has obtained a certification from K. S. Aiyar & Company, Chartered Accountants, Statutory Auditors, on compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the listing Regulation. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed by way of Annexure ''C'' to this Report.
13. Corporate Social Responsibility:
The Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.
Over the years, the Company has taken and continues to take several initiatives to support Environment, Education, Health and Sports related activities in order to fulfill its corporate social commitments.
Health:
To create health awareness in the township and nearby villages, the Company continued to organize various health schemes during the year. This year the Company organized a general health check up camp for hazardous workers, ECG check up camp for employees above 50 years of age, undertook health related sessions for women and senior citizens. The Company is running Hospital at Walchandnagar which is open for nearby villagers as well as employees and consultation is free of cost.
Education:
The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and in nearby villages. The Company currently provides education to 4111 children of which, 20% are children of employees of the company and 80% are other children who reside in Walchandnagar & nearby villages.
Environment:
To maintain a pollution free atmosphere and to spread awareness about environment protection, we have undertaken tree plantation and organized seminars on pollution control & on disposal of hazardous waste.
14. Energy, Technology & Foreign Exchange:
Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is given in the Annexure ''D'' to this Report.
15. Personnel:
Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution made by all the employees of the Company.
16. Directors and Key Managerial Personnel:
1) Director
a) Independent Director:
Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Dilip J. Thakkar is proposed to be appointed as Independent Director from the conclusion of 108th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, not liable to retire by rotation.
Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under.
b) Retirement by rotation:
Pursuant to Article 86 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 108th Annual General Meeting and being eligible, have offered himself for re-appointment.
Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.
2) Key Managerial Personnel Appointment:
Pursuant to the provisions of Sections 2(51) & 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vivek Jain was appointed as Chief Financial Officer of the Company w.e.f. July 18, 2016.
17. Number of Meetings of the Board:
The Board met five (5) times during the year from April 01, 2016 to March 31, 2017 viz. on May 24, 2016; August 12, 2016; November 12, 2016; November 22, 2016 and January 31, 2017.
18. Committees of the Board:
The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board comprising of Directors and / or Executives of the Company:
- Audit Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member).
- Stakeholders Relationship Committee which comprises of two Independent Directors i.e. Dr. Anil Kakodkar (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member).
- Risk Management Committee which comprises of Managing Director & C.E. O., Mr. G. K. Pillai (Chairman of Committee), Managing Director, Mr. Chirag C. Doshi (Member) and Asst. General Manager -Contracts, Mr. Shree B. Pathak (Member).
- Nomination & Remuneration Committee which comprises of three Independent Directors, Mr. G. N. Bajpai (Chairman of Committee), Mr. Dilip J. Thakkar (Member) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member);
- Finance Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);
- Corporate Social Responsibility Committee which comprises of an Independent Director, Mrs. Bhavna Doshi (Chairperson of Committee), Managing Director & C.E. O., Mr. G. K. Pillai (Member) and Managing Director, Mr. Chirag C. Doshi (Member);
- Committee of Independent Directors which comprises of Mr. Dilip J. Thakkar, Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R. Gandhi and Mrs. Bhavna Doshi;
- Allotment Committee which comprises of two Independent Directors i.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Mr. G. N. Bajpai (Member) and Chairman, Mr. Chakor L. Doshi (Member);
- Committee of Directors for Capital Issue which comprises of two Independent Directors i.e. Mr. G. N. Bajpai (Chairman of Committee) and Mr. Dilip J. Thakkar (Member) and Chairman, Mr. Chakor L. Doshi (Member);
19. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The Performance Evaluation of the Independent Directors was completed. Independent Directors Meeting considered the performance of Non-Independent Directors and the Committees and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
20. Vigil Mechanism:
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit Committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Company''s website at the link http:// www.walchand.com/wp-content/uploads/2015/01/ Whistleblower-Policy.pdf.
21. Particulars of Employees Remuneration:
(A) The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.
(B) The ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure ''E''.
22. Contracts and Arrangements with Related Parties:
All contracts / arrangements / transactions entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on arm''s length basis.
Your Directors draw attention of the members to Note 30 to the Financial Statement which sets out related party disclosures.
23. Nomination & Remuneration Policy:
The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other senior employees.
Objectives:
The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013, read along with the applicable rules thereto.
The Key Objectives of the Committee are:
a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
c) to recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
Role of Committee:
The role of the Committee is explained in the Corporate Governance Report.
Nomination Duties:
The duties of the Committee in relation to nomination matters include:
a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.
b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013.
c) Identifying and recommending Directors who are to be put forward for retirement by rotation.
d) Determining the appropriate size, diversity and composition of the Board.
e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.
f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.
g) Evaluating the performance of the Board and Independent Directors.
h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.
i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.
j) Recommend any necessary changes to the Board.
k) Considering any other matters as may be requested by the Board.
Remuneration Duties:
The duties of the Committee in relation to remuneration matters include:
a) to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.
b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.
c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.
d) to consider any other matters as may be requested by the Board.
e) to consider and recommend to the Board for Professional indemnity and liability insurance for Directors and senior management.
24. Risk Management:
Risk Management policy was approved in the Board Meeting held on August 14, 2015 wherein all material Risks faced by the Company were identified and assessed. For each of the risks identified, corresponding controls were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.
25. Internal Financial Control Systems:
Details of the Internal Financial Control Systems is explained in the "Management Discussion and Analysis" as Annexure ''B'' to this report.
26. Insurance:
The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.
27. Dematerialization of Shares:
The Company''s shares are listed on BSE Limited and National Stock Exchange of India Ltd. and the Company''s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE711A01022. As on March 31, 2017, total dematerialized equity shares are 37051044 representing 97.32%.
28. Company''s Website:
The Company has its website namely www.walchand. com. The website provides detailed information about the business activity, locations of its offices. The Quarterly Results, Annual Reports and Shareholding patterns, all other communication with the Stock Exchanges and various policies are placed on the website of the Company and the same are updated periodically.
29. Means of Communication:
The Company has designated investors@walchand.com as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.
30. Auditors And Auditor''s Report:
Statutory Auditor:
As per the provisions of Section 139 of the Companies Act, 2013, M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting.
The Board of Directors places on record its appreciation for the services rendered by M/s. K. S. Aiyar & Co. as the Statutory Auditors of the Company.
The Board of Directors of the Company on the recommendation of the Audit Committee has recommended the appointment of M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company w.e.f. the date of the 108th AGM upto the Annual General Meeting to be held in the Year 2022. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.
Auditors Report:
The notes forming part of the accounts referred in the Auditors'' Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by statutory auditors in the Audit Report except matter referred in "Matter of Emphasis" para in Audit Report.
Cost Auditors and Cost Audit Report:
M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2018. They were also the cost auditors for the previous Year ended March 2017. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2018.
The Cost Audit Reports for the financial year ended March 2017, will be filed within the stipulated time i.e. on or before September 30, 2017.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. V. N. Deodhar & Company, Practicing Company Secretary, to conduct Secretarial Audit for the year April 01, 2016 to March 31, 2017. The Secretarial Audit Report for the year ended March 31, 2017 is annexed herewith marked as Annexure ''F'' to this Report. No observations were made by M/s. V. N. Deodhar & Company, Secretarial Auditor of the Company in their report. The Board has re-appointed M/s. V. N. Deodhar & Co. as Secretarial Auditor for the Financial Year 2017-18 also.
31. Particulars of Loans, Guarantees or Investments by Company:
Particulars of Loans given, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to Financial Statement (Please refer to Note 12 and 15 to the Financial Statement).
32. General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
33. Acknowledgement:
Your Directors wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.
For & on behalf of the Board of Directors
Chakor L. Doshi
Chairman
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai - 400 034.
Date : May26,2017
Sep 30, 2014
The Members of
Walchandnagar Industries Limited
The directors take pleasure in presenting the 106th Annual Report on
the business and operations of your Company together with Audited
Accounts for the year ended September 30, 2014.
1. Financial Results
The Company''s financial performance, for the year ended September 30,
2014 is summarized below:
Year ended Year ended
30.09.2014 30.09.2013
Rsin Lakhs Rsin Lakhs
Income: 64,608 73,215
Profit/(Loss) before
Depreciation, Interest,
Exceptional Item and
Exchange currency
fluctuations 2,438 (568)
Less: Interest 4,799 4,076
Depreciation 1,725 1,815
Exceptional Item (2,445) (4,175)
Profit before Exchange
Currency fluctuations (1,641) (2,284)
Less: Exchange Currency
Fluctuation Loss /(Gain) 218 1,293
Profit/(Loss) before Tax (1,859) (3,577)
Less: Tax (Net) (622) 251
Profit/(Loss) after Tax (1,237) (3,828)
During the year under review, the revenue for the year 2013-14 declined
by 11.76% to Rs.64,608 Lakhs as compared to the previous year of Rs.
73,215 Lakhs. However, there is a reduction in losses during the year
under review largely on account of the following:
- Higher contribution on account of change of sale mix & reduction in
the material costs and better value additions
- Better realization on export sales
- Better Expense Control
2. Current Year:
The orders on hand as on September 30, 2014 were at Rs. 1,376 crores as
compared to Rs. 1671 crores as on September 30, 2013.
3. Exports and Overseas Projects:
During the year under review, the Company achieved an export turnover
of Rs. 87 Crores as against Rs. 256 Crores,
in the previous year. The export orders on hand as on September 30,
2014 are at Rs. 481 Crores. During the year, the Company executed orders
for Sugar & Boiler projects in Ethiopia & Cement machinery in Tanzania
and Niger.
4. Dividend:
During the year under review your Company has suffered a loss after tax
of Rs. (1237) Lakhs. However, your Directors are recommending Dividend
for the financial year 2013- 2014 out of accumulated Profits of the
earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share
equivalent to 20% (20% in the previous year) aggregating to Rs. 152.28
Lakhs. The Dividend Distribution Tax thereon works out to Rs. 30.45
Lakhs.
5. Management Discussion & Analysis:
Detailed Management Discussion and Analysis is enclosed by way of
Annexure ''A'' to this report.
6. Finance & Accounts:
(i) Fixed Deposits:
Your Company did not invite or accept deposits from the public during
the year under review.
(ii) Income Tax Assessments:
Consequent to the proceedings u/s 132 of the Income Tax Act, 1961
initialed by the Department in the month of December, 2012, the Company
has filed an application before the Income Tax Settlement Commission,
which has been admitted for further hearings and the proceedings are in
progress. The Income Tax liability arising thereof, relating to the
earlier years has been provided for in the books of accounts and
included under tax for earlier years in the previous year.
7. Human Resources Development:
Your Company has been successful in implementing contemporary Human
Resource practices and policies with a view to make Walchandnagar
Industries Limited a preferred employer in the heavy engineering
industry. Augmentation of critical skills and senior management talent
has been a thrust area to address immediate business needs and
succession planning.
In order to have a proper leadership pipeline, certain employees of M &
S Cadre have been identified as high potential employees after a series
of interviews and psychometric tests. Many of the identified high
potential employees have been given larger responsibilities to meet
their aspirations as well as to have more operational advantages.
Accordingly, though we are able to achieve a reduction in the manpower
cost, it was possible to position aspirational leaders at critical
leadership roles.
Internal communication has been strengthened with the help of
newsletter and new internal website (Walchand Connect).
Formation of multi-disciplinary groups has been started to achieve
specific business objectives.
8. Directors'' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i. In preparation of the Annual Accounts for the Financial Year
2013-2014, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures.
ii. Appropriate accounting policies have been selected and have applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of your Company as at September 30, 2014 and the loss of the Company
for the Year ended on that date.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
9. Corporate Governance:
Your Company believes that Corporate Governance is the basis of
stakeholder satisfaction. The Company is committed to maintain the
highest standards of Corporate Governance and adhere to the Corporate
Governance Requirements as set out by SEBI. Your Company has obtained a
certification from M/s. K. S. Aiyar & Company, Chartered Accountants,
Statutory Auditors, on compliance with clause 49 of the listing
agreement. The Report of Corporate Governance along with Certificate
from the auditors of the Company regarding compliance of conditions of
corporate governance is enclosed by way of Annexure ''B'' to this Report.
10. Corporate Social Responsibility:
The new Companies Act, 2013 mandates that every Company, who meet
certain eligibility criteria needs to spend at least 2% of its average
net profit for the immediately preceding three financial years on
Corporate Social Responsibility activities. In view of losses,
statutorily no amount is required to be spent by the Company. However,
Corporate Social Responsibility is an integral part of the Company.
Over the years, the Company has taken and continues to take several
initiatives to support Environment, Education, Health and sports
related activities in order to fulfill its corporate social
commitments.
Health:
To create health awareness in the township and nearby villages, the
Company continued to organize various health schemes during the year.
This year the Company organized a general health check up camp for
hazardous workers, ECG check up camp for employees above 50 years of
age, undertook health related sessions for women and senior citizens
and organized a Blood Donation Camp. The Company is running Hospital
at Walchandnagar which is open for nearby villagers as well as
employees.
Education:
The schools established by the Company continued to impart education up
to Higher Secondary grade to children staying in Walchandnagar and in
nearby villages. The Company currently provides education to 4482
children of which, 20% are children of employees of the company and 80
% are other children who reside in Walchandnagar & nearby villages.
Environment:
To maintain a pollution free atmosphere and to spread awareness about
environment protection, we have undertaken tree plantation and
organized seminars on pollution control & on disposal of hazardous
waste.
Encouraging young talents in the field of sports:
As a part of our commitment to the Society, your Company has been
sponsoring All-India Ranking National Tennis Tournaments in Pune for
boys and girls below 16 years of age for the past seven years.
This year the tournament was held in Pune from 17th to 22nd November,
2014 wherein prominent ranking tennis players participated from all
over India.
11. Energy, Technology & Foreign Exchange:
Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given in
the Annexure ''C'' to this Report.
12. Personnel:
Employee relations remained harmonious and satisfactory during the year
and your Board would like to place on record their sincere appreciation
for sustained efforts and valued contribution towards growth initiative
made by all the employees of the Company.
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, forms part of this
Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the
Directors'' Report and accounts are being sent to the shareholders
excluding the statement giving particulars of employees under Section
217(2A) of the Act.
The copy of the said statement is available at the Registered Office
for inspection. Any shareholder interested in obtaining a copy of the
statement, may write to the Company Secretary at the Registered Office
of the Company.
13. Subsidiaries:
The Company does not have any subsidiary.
14. Directors:
Pursuant to Article 149 of the Articles of Association of the Company
and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due
to retire by rotation at the 106th Annual General Meeting and being
eligible, have offered himself for re-appointment.
Pursuant to the provisions of Sections 149, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for
the time being in force) and pursuant to the provisions of Clause 49 of
the Listing Agreement, Mr. Dilip J. Thakkar is proposed to be appointed
as Independent Director from the conclusion of 106th Annual General
Meeting till the conclusion of the Annual General Meeting to be held in
the year 2017, and Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R.
Gandhi and Mrs. Bhavna Doshi are proposed to be appointed as
Independent Directors of the Company from the conclusion of 106th
Annual General Meeting till the conclusion of the Annual General
Meeting to be held in the year 2019, not liable to retire by rotation.
Your Board has reviewed the declarations made by the said Independent
Directors and is of the view that they meet the criteria of
Independence as provided in Section 149 of the Companies Act, 2013 and
Rules made there under, as also those prescribed under the Listing
Agreement.
Mr. J. L. Deshmukh resigned as a Director of the Company with effect
from November 21, 2014 due to various other responsibilities and
commitments towards family, Mr. A. U. Rijhsinghani resigned as a
Director of the Company with effect from November 30, 2014 due to the
proposed age policy for Directors of the Company which mentions the age
limit of 80 Years for appointment / continuing as a Director and Dr. P.
K. Basu, Independent Director resigned with effect from December 01,
2014 due to personal and health reasons. The Board wishes to place on
record its sincere
appreciation and gratitude for the invaluable contribution made by Mr.
J. L. Deshmukh, Mr. A. U. Rijhsinghani and Dr. P. K. Basu during their
tenure with the Company.
Brief profiles of the proposed appointees together with other
disclosures in terms of Clause 49 of the Listing Agreement are
mentioned in the Notice which is part of this Annual Report.
15. Auditors:
M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company
will hold office till the conclusion of the 106th Annual General
Meeting and are eligible for re-appointment. The Company has received
letter from them to the effect that their re-appointment, if made,
would be within the prescribed limits under Section 141 (3)(g) of the
Companies Act, 2013 and that they are not disqualified for
re-appointment. The members are requested to appoint the Auditors and
authorise the Board to fix their remuneration.
16. Cost Auditors and Cost Audit Report
M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as
Cost Auditors for conducting Cost Audit in respect of products
manufactured by the Company which are covered under the Cost Audit
Rules for current financial year ending March 2016. They were also the
cost auditors for the previous year ended September 2014. As required
by Section 148 of the Companies Act, 2013, necessary resolution has
been included in the Notice convening the Annual General Meeting,
seeking ratification by the Members to the remuneration proposed to be
paid to the Cost Auditors for the financial year ending March 2016.
The Cost Audit Reports for the financial year ended September 2014,
will be filed within the stipulated time i.e. on or before March 31,
2015.
17. Acknowledgement:
Your Directors wish to place on record their deep sense of appreciation
for the committed services by the Company''s executives, staff and
workers.
Your Directors also place on record their sincere appreciation for the
assistance and co-operation received from the banks, financial
institutions, customers, suppliers and the shareholders from time to
time.
For & on behalf of the Board of Directors
Chakor L. Doshi
Chairman
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai - 400 034.
Date : November 29,2014
Sep 30, 2013
To: The Members of Walchandnagar Industries Limited
The directors have pleasure in presenting the 105th Annual Report with
Audited Statement of Accounts for the year ended September 30, 2013.
1. Performance for the Year in Retrospect:
Year ended Year ended
30.09.2013 30.09.2012
Rs. in Lakhs Rs. in Lakhs
Income: 73,215 89,518
Profit/(Loss) before Depreciation,
Interest, Exceptional Item and
Exchange Currency fluctuations (568) 7,886
Less: Interest 4,076 3,049
Depreciation 1,815 1,798
Exceptional Item (4,175) 529
Profit before Exchange
Currency fluctuations (2,284) 2,510
Less: Exchange Currency
Fluctuations Loss/(Gain) 1,293 819
Profit/(Loss) before Tax (3,577) 1,691
Less: Tax (Net) 251 478
Profit/(Loss) after Tax (3,828) 1,213
During the year under review, the revenue for the year 2012-13 declined
by 18.21% to Rs. 73,215 Lakhs as compared to the previous year of Rs.
89,518 Lakhs. The Profitability during the year under review was also
down and the company has suffered a loss after tax of Rs. (3,828) Lakhs
against a profit after tax of Rs. 1,213 Lakhs in the last year.
2. Current Year:
The orders on hand as on 30.09.2013 were at Rs. 1,671 Crores as compared
to Rs. 1,481 Crores as on 30.09.2012.
3. Exports and Overseas Projects:
During the year under review, the Company achieved an export turnover
of Rs. 256 Crores as against Rs. 298 Crores, in the previous year. The
export orders on hand as on 30.09.2013 are at Rs. 467 Crores. During the
year, the Company executed orders for Boiler Projects in Ethiopia &
Colombia, for Sugar Project in Ethiopia and for Cement Projects in
Tanzania, Malawi and Niger.
4. Dividend:
During the Year under review your Company has suffered a loss after tax
of Rs. (3,828) Lakhs. However, your Directors are recommending Dividend
for the Financial Year 2012-2013 out of accumulated profits of the
earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share
equivalent to 20% (50% in the previous year) aggregating to Rs. 152.28
Lakhs. The Dividend Distribution Tax thereon works out to Rs. 25.88
Lakhs.
5. Management Discussion & Analysis:
Detailed Management Discussion and Analysis is enclosed by way of
Annexure ''A'' to this report.
6. Finance & Accounts:
(i) Fixed Deposits:
Your Company did not invite or accept deposits from the public during
the year under review. Three deposits (pertaining to previous years)
aggregating to Rs. 70,000/- remained unclaimed as on 30th September,
2013.
(ii) Income Tax Assessments:
Consequent to the proceedings u/s 132 of the Income Tax Act initiated
by the Department in the month of December, 2012, the Company has filed
an application before the Income Tax Settlement Commission which has
been admitted for further hearings. The Income Tax liability arising
thereof has been provided for in the accounts for the year ended
30.09.2013.
7. Human Resources Development:
Your Company has been successful in implementing contemporary Human
Resource practices and policies with a view to make Walchandnagar
Industries Limited a preferred employer in the heavy engineering
industry. Keeping a strategy of cost reduction in view, your company
has been successful in bringing down the manpower and administration
costs and focus has been on unified operations from lesser number of
locations.
To improve the external communication and ensure presence of WIL at
proper forums, a Communication Department has been set up under MD &
CEO.
A complete exercise has been undertaken for developing the vision and
mission of the organization for the forthcoming decade.
The Company launched the employee newsletter ''WILPOWER'' to increase
employee engagement.
Learning & Development Capability:
The Company conducted almost 60 training programs involving both,
workers and officers. Feedback on these programs has been encouraging
and the impact of trainings on employee development and overall
performance has been significant.
8. Directors'' Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i. In preparation of the Annual Report, the Accounting Standards laid
down by the Institute of Chartered Accountants of India have been
followed.
ii. Appropriate accounting policies have been selected and applied
consistently, reasonable and prudent judgment applied consistently, and
estimates have been made so as to ensure that the accounts give a true
and fair view of the state of affairs of your Company as at 30th
September, 2013 and the loss of the Company for the year ended on that
date.
iii. Proper and sufficient care has been taken for maintenance of
appropriate accounting records in accordance with the provisions of the
Act for safeguarding the assets of your Company and for preventing and
detecting frauds and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
9. Corporate Governance:
Your Company believes that Corporate Governance is the basis of
stakeholder satisfaction. The Company is committed to maintain the
highest standards of Corporate Governance and adhere to the Corporate
Governance Requirements as set out by SEBI. Your Company has obtained a
certification from K. S. Aiyar & Co., Chartered Accountants, Statutory
Auditors, on compliance with clause 49 of the listing agreement. The
Report of Corporate Governance along with Certificate from the auditors
of the Company regarding compliance of conditions of corporate
governance is enclosed by way of Annexure ''B'' to this Report.
10. Social Responsibility:
Over the years, the Company has taken and continues to take several
initiatives in order to fulfill its corporate social commitments.
Health:
To create health awareness in the township and nearby villages, the
Company continued to organize various health schemes during the year.
This year the Company organized a general health check up camp for
hazardous workers, ECG check up camp for employees above 50 years of
age, undertook health related sessions for women and senior citizens
and organized a Blood Donation Camp.
Education:
The schools established by the Company continued to impart education up
to Higher Secondary grade to children staying in Walchandnagar and in
nearby villages. The Company currently provides education to 5650
children of which, 20% are children of employees of the company and 80%
are other children who reside in Walchandnagar & nearby villages.
Engineering students from University of Michigan conducted a science
and engineering summer camp for secondary school students at Bharat
Children''s Academy and Junior College in Walchandnagar.
The Company also conducted a donation drive where employees could
voluntarily donate books, toys and stationery for under privileged
children and the same were donated to a local NGO (Niradhar Balsangopan
Orphan Home). The event received an overwhelming response.
Environment:
To maintain a pollution free atmosphere and to spread awareness about
environment protection, we have undertaken tree plantation and
organized seminars on pollution control & on disposal of hazardous
waste.
Encouraging young talents in the field of sports:
As a part of our commitment to the Society, your Company has been
sponsoring All-India Ranking National Tennis Tournaments in Pune for
boys and girls below 16 years of age for the past six years.
This year, the tournament was held in Pune from 8th November to 16th
November, 2013 wherein prominent ranking tennis players from all over
India participated.
11. Energy, Technology & Foreign Exchange:
Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given in
the Annexure ''C'' to this Report.
12. Personnel:
Employee relations remained harmonious and satisfactory during the year
and your Board would like to place on record their sincere appreciation
to all the employees of the Company.
Information as per amended Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975, forms part
of this Report. As per the provisions of Section 219(1)(b)(iv) of the
Act, the Directors'' Report and accounts are being sent to the
shareholders excluding the statement giving particulars of employees
under Section 217(2A) of the Act.
The copy of the said statement is available at the Registered Office
for inspection. Any shareholder interested in obtaining a copy of the
statement, may write to the Company Secretary at the Registered Office
of the Company.
13. Subsidiaries:
The Company does not have any subsidiary.
14. Directors:
Mr. A. R. Gandhi was appointed as an Additional Director under Section
260 of the Companies Act, 1956 (Section 161 of Companies Act, 2013
which got notified on 12.09.2013) w.e.f. 13.05.2013.
Mrs. Bhavna Doshi was appointed as an Additional Director under Section
161 of the Companies Act, 2013 (erstwhile Section 260 of Companies Act,
1956) w.e.f. 27.11.2013.
As Additional Directors, Mr. A. R. Gandhi and Mrs. Bhavna Doshi hold
office upto the ensuring Annual General Meeting of the Company and as
stated in the Notice for the 105th Annual General Meeting they are
proposed to be appointed as Directors liable to retire by rotation.
I n accordance with the provisions of Companies Act, 1956 and Article
149 of the Articles of Association of the Company, Mr. A. U.
Rijhsinghani, Dr. Anil Kakodkar and Mr. G. N. Bajpai are due to retire
at the 105th Annual General Meeting and they being eligible offer
themselves for re-appointment.
Brief profiles of the proposed appointees together with other
disclosures in terms of Clause 49 of the Listing Agreement are part of
the Corporate Governance Report forming part of this Report.
15. Auditors:
M/s. K.S. Aiyar & Co., Chartered Accountants, Auditors of the Company
will retire at the ensuing Annual General Meeting and they being
eligible have offered themselves for reappointment. The members are
requested to appoint the Auditors and authorize the Board to fix their
remuneration.
16. Cost Auditors and Cost Audit Report:
Government of India, Ministry of Corporate Affairs, vide Order No.
52/26/CAB-2010 dated 30th June, 2011 has mandated Cost Audit for
companies engaged in the production, processing, manufacturing or
mining of the products falling under Chapter 72 or 73 of the First
Schedule to the Central Excise Tariff Act, 1985 which was further
amended vide Order No. 52/26/CAB-2010 dated 24th January, 2012 covering
products falling under Chapter 84 or 85 also of the First Schedule to
the Central Excise Tariff Act, 1985. Accordingly, M/s. S. R. Bhargave
& Co., Pune, Cost Accountant Firm were appointed as "Cost Auditor" to
carry out Cost Audit for the Year ended 30.09.2013.
The Cost Audit Report in respect of the financial year ending
30.09.2013 will be filed within the stipulated time i.e. on or before
31st March, 2014.
The Company has received certificate from M/s. S. R. Bhargave & Co.,
Pune, Cost Accountant Firm, to the effect that their re-appointment for
F.Y. 2013-2014, if made, would be within the prescribed limits under
Section 224(1B) read with Section 233B(2) of the Companies Act, 1956
and that they are not subject to disqualifications specified in Section
226 of the said Act.
The Cost Auditors have further certified that they are independent firm
of Cost Accountants and are at arm''s length relationship with the
Company.
17. Acknowledgement:
Your Directors place on record their sincere appreciation of the
assistance and co-operation that the Company has been receiving from
the banks from time to time.
Your Directors also would like to thank the customers, suppliers and
the shareholders, for their continued support and co-operation.
For & on behalf of the Board of Directors
Chakor L. Doshi
Chairman
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai 400 034.
Date: 27th November, 2013
Sep 30, 2010
The Directors have pleasure in presenting the 102nd Annual Report with
Audited Statement of Accounts for the year ended 30th September, 2010.
1. Performance for the Year in Retrospect:
30.09.2010 30.09.2009
Rs. in Lakhs Rs. in Lakhs
Income: 69,367.89 52,491.48
Profit before Depreciation,
Interest and Exceptional Item 4,386.58 5,287.26
Less: Interest 749.01 697.37
Depreciation 1,335.20 1,052.55
Exceptional Item 112.77 --
Profit before Taxation 2,189.60 3,537.34
Less: (a) Provision for
Taxation 430.00 924.50
(b) Deferred Tax
Liability/(Asset) (469.31) 272.71
Profit after Tax 2,228.91 2,340.13
Surplus brought forward
from the previous year 9,891.91 8,231.19
12,120.82 10,571.32
Appropriations:
à General Reserve 222.89 234.01
à Proposed Dividend 380.70 380.70
à Income Tax on Proposed
Dividend 63.23 64.70
à Surplus carried to
11,454.00 9,891.91
Balance Sheet
During the year under review the income of the Company showed growth
from Rs. 524.91 Crores to Rs. 693.68 Crores. This reflects a rise of
32% over the previous year. However, profit before tax declined from
Rs. 35.37 Crores to Rs. 21.90 Crores due to increase in fixed costs in
respect of depreciation, manpower and administrative costs that had to
be incurred in order to be prepared for execution of large value orders
for next year and effect of competitive pricing in the current market
scenario.
2. Current Year:
The orders on hand as on 30.09.2010 were at Rs. 2452.22 Crores as
compared to Rs. 1463.15 Crores as on 30.09.2009.
3. exports & Overseas Projects:
During the year the Company achieved the export turnover of Rs. 59.95
Crores as against Rs. 96.92 Crores, in the previous year. The export
orders on hand as on 30.09.2010 are at Rs. 482.52 Crores. During the
year, the Company executed orders for Waste Crushing, Grinding and
Pumping Plant of Konkola Copper Mines plc. Zambia, 3500 TPD Cement
plant and 100 TPH Cement Clinker Grinding Unit of Maweni Limestone
Limited, Tanzania, Sugar & Boiler projects in Ethiopia.
4. Dividend:
Your Directors are pleased to recommend Dividend for the financial year
2009-2010 on Equity Shares of Rs. 2/- each at Rs. 1/- per share
equivalent to 50% (50% in the previous year) aggregating to Rs. 380.70
Lakhs. The Dividend Distribution Tax thereon works out to Rs. 63.23
Lakhs.
5. Management Discussion & Analysis:
Detailed Management Discussion and Analysis is enclosed by way of
Annexure Rs.A to this report.
6. Finance & Accounts:
i. Fixed Deposits:
The fixed deposits received from the shareholders and the public,
outstanding as on 30th September, 2010, were at Rs. 3.00 Lakhs.
Deposits due for repayment during the year have been paid in time and
no deposits which were due for payment have remained unpaid as on 30th
September, 2010.
ii. Income Tax Assessments:
The Companys Income Tax and Wealth Tax Assessments are completed up to
the Assessment Year 2007-08. Assessment for the Assessment year
2008-09 is in progress. Various appeals before Appellate Authorities
are being pursued.
iii. Auditors Report:
Observations made by the auditors in Clause No. 4(vi) of their report
are suitably clarified under Note No. D-3(iii) of schedule ÃO forming
part of the Accounts.
7. Human Resources Development:
Your Company is a strong value based organization with a culture that
promotes openness, empowerment and freedom to work. The organization
believes that human capital is the key differentiator in business in a
challenging and competitive environment. The Human Resource Practices
of the Company are focussed on Talent Identification, Induction,
Development & Retention.
Learning & Development Capability:
The Company undertakes continuous training & learning programs
involving employees and officers. This includes programs to
supplement/augment job related skills as well as programs to address
the personality development aspects.
8. Directors Responsibility Statement:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
i. In preparation of the Annual Report, the Accounting Standards laid
down by the Institute of Chartered Accountants of India have been
followed.
ii. Appropriate accounting policies have been selected and applied
consistently, reasonable and prudent judgment applied consistently, and
estimates have been made so as to ensure that the accounts give a true
and fair view of the state of affairs of your Company as at 30th
September, 2010 and the profit of the Company for the year ended on
that date.
iii. Proper and sufficient care has been taken for maintenance of
appropriate accounting records in accordance with the provisions of the
Act for safeguarding the assets of your Company and for preventing and
detecting frauds and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
v. The observations of the Auditors in their Report to the members have
been adequately dealt with in the relevant Notes to the Accounts.
Hence, no additional explanation is considered necessary.
9. Corporate Governance:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance Requirements as set
out by SEBI. The Ministry of Corporate Affairs recently announced a set
of Voluntary Guidelines on Corporate Governance. The Company is
evaluating the feasibility of these guidelines for its progressive
implementation. The report of Corporate Governance along with
Certificate from the auditors of the Company regarding compliance of
conditions of corporate governance is enclosed by way of Annexure ÃB
to this Report.
10. Social Responsibility:
Over the years, the Company has taken and continues to take several
initiatives in order to fulfill its corporate social commitments.
Health:
To create health awareness in the township and nearby villages, the
Company continued to organize various health schemes during the year.
This year, free orthopedic checkup camp, free health checkup camp, eye
checkup camp and dental checkup for school children were organized.
Education:
The schools established by the Company continued to impart education up
to Higher Secondary grade for children staying in Walchandnagar and the
children staying in nearby villages also. The Company has kept the
admission in the schools open for children from nearby villages in
addition to children of employees.
Environment:
To maintain the pollution free atmosphere and spread awareness about
environment protection, we have undertaken tree plantation involving
school children and other social institutes and so far more than 5,000
trees have been planted.
Encouraging young talents in the sports field:
As a part of our commitment to the Society, your Company has been
sponsoring All-India Ranking National Tennis Tournaments in Pune for
boys and girls below 16 years of age for the past 3 years.
This year also this Tournament was held in Pune from 8th November to
13th November 2010, which was participated by prominent ranking tennis
players from all over India.
11. energy, Technology & Foreign exchange:
Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given in
the Annexure Rs.C to this Report.
12. Personnel:
Employee relations remained harmonious and satisfactory during the year
and your Board would like to place on record sincere appreciation for
sustained efforts and valued contribution towards growth initiative
made by all the employees of the Company.
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, forms part of this
Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the
Directors Report and accounts are being sent to the shareholders
excluding the statement giving particulars of employees under Section
217(2A) of the Act.
The copy of the said statement is available at the Registered Office
for inspection. Any shareholder interested in obtaining a copy of the
statement, may write to the Company Secretary at the Registered Office
of the Company.
13. Subsidiaries:
The Company does not have any subsidiary.
14. Directors:
Dr. Anil Kakodkar was appointed as an Additional Director under Section
260 of the Companies Act, 1956 w.e.f. 27.12.2010.
Mr. Ghyanendra Nath Bajpai was appointed as an Additional Director
under Section 260 of the Companies Act, 1956 w.e.f. 27.12.2010.
As Additional Directors, Dr. Anil Kakodkar and Mr. Ghyanendra Nath
Bajpai hold office upto the ensuing Annual General Meeting of the
Company and as stated in the Notice for the 102nd Annual General
Meeting, they are proposed to be appointed as Directors liable to
retire by rotation.
In accordance with the provisions of Companies Act, 1956 and Article
149 of the Articles of Association of the Company, Mr. Dilip J. Thakkar
and Mr. S. B. Das are due to retire at the 102nd Annual General Meeting
and they being eligible offer themselves for reappointment.
15. Auditors:
M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company
will retire at the ensuing Annual General Meeting and they being
eligible have offered themselves for reappointment. The members are
requested to appoint the Auditors and authorise the Board to fix their
remuneration.
16. Acknowledgement:
Your Directors place on record their sincere appreciation of the
assistance and co-operation that the Company has been receiving from
the banks from time to time.
Your Directors also would like to thank the customers, suppliers and
the shareholders, for their continued support and co-operation.
For & on behalf of the Board of Directors
Chakor L. Doshi
Chairman
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai 400 034.
Date : 27th December, 2010
Sep 30, 2009
The Directors have pleasure in presenting the 101st Annual Report with
Audited Statement of Accounts for the year ended 30th September, 2009.
1. Performance for the Year in Retrospect:
30.09.2009 30.09.2008
Rs. in Lakhs Rs. in lakhs
Income 52,491.48 70,024.98
Profit before Depreciation 5,287.26 7,225.93
and Interest
Less: Interest 697.37 463.34
Depreciation 1,052.55 709.45
Profit before Taxation 3,537.34 6.053.14
Less: Provision for Taxation 1,197.21 2,076.21
Profit after Tax 2,340.13 3,976.93
Surplus brought forward
from the previous year 8,231.19 5,097.07
10,571.32 9,074.00
Appropriations
- General Reserve 234.01 397.70
- Proposed Dividend 380.70 380.45
- Income Tax on Proposed 64.70 64.66
Dividend
- Surplus carried to 9,891.91 8,231.19
Balance Sheet
During the year undei review the income of the Company declined from
Rs. 700.25 Crores to Rs. 524.91 Crores. This reflects a drop of 25%
over the previous yea;. This is primarily on account of the difficult
macroeconomic situation witnessed in India and globally for substantial
part of the year 2008-09, which led to slow inflow of new orders in
some business segments as well as delay in receiving clearances where
the projects were already approved by the customers. Consequently, the
profit before tax decreased by 41.6% from Rs. 60.53 Crores in the
previous year to Rs. 35.37 Crores.
2. Current Year:
The orders on hand as on 1.10.2009 were at Rs. 1463.15 Crores as
compared to Rs. 1219.52 Crores as on 1.10.2008.
3. Exports:
During the year the Company achieved the export turnover of Rs. 96.92
Crores as against Rs. 123.48 Crores, in the previous year. The export
orders on hand as on 1.10.2009 are at Rs. 449.58 Crores. During the
year, the Company executed Orders for Mine Back Fill Plant & Waste
Crushing Plant at Konkola Copper Mines (KCM), Zambia, Maweni Limestone
Limited, Tanzania for 3500 TPD Cement plant etc.
4. Dividend:
Your Directors are pleased to recommend Dividend for the financial year
2008-2009 on Equity Shares of Rs. 2/ each at Re. 1/- per share
equivalent to 50% (50% in the previous year) aggregating to Rs. 380.70
Lakhs. The Dividend Distribution Tax thereon works out to Rs. 64.70
Lakhs.
5. Management Discussion & Analysis:
Detailed Management Discussion and Analysis is enclosed by way of
Annexure A to this report.
6. Finance & Accounts:
i. Fixed Deposits:
The Fixed Deposits received from the shareholders and the public,
outstanding as on 30th September, 2009, were at Rs. 3.40 Lakhs.
Deposits due for repayment during the æ year have been paid in time and
no deposits which were due for payment have remained unpaid as on 30th
September, 2009.
ii. Income Tax Assessments:
The Companys Income Tax and Wealth Tax Assessments are completed up to
the Assessment Year 2006-2007. Assessment for the year 2007-2008 is in
progress. Various appeals before Appellate Authorities are being
pursued.
iii. Auditors Report:
Observations made by the Auditors in Clause No. 4(vi) of their report
are suitably clarified under Note No. D 4(iii) (c) of
schedule0forming part of the Accounts.
7. Employee Stock Purchase Scheme, 2008:
To recognize the efforts of employees in building the organization to
the level it has reached today since inception, the Board of Directors
of the Company, in their meeting held on 24th November, 2008 had
proposed, subject to obtaining the approval of the shareholders in the
Annual General meeting, to implement Employee Stock Purchase Scheme.
After the approval of the shareholders in the Annual General Meeting
held on 29th January, 2009 the Allotment Committee of the Board of
Directors of the Company had allotted 25,145 Shares of Rs. II- each at
par to 1633 employees under an Employee Stock Purchase Scheme, 2008.
8. Directors Responsibility Statement:
Pursuant to Section 217QAA) of the Companies Act, 1956, the Directors
confirm that:
i. In preparation of the Annual Report, the Accounting Standards laid
down by the Institute of Chartered Accountants of India have been
followed.
ii. Appropriate accounting policies have been selected and applied
consistently, and reasonable and prudent judgment applied consistently,
and estimates have been made so as to ensure that the accounts give a
true and fair view of the state of affairs of your Company as at 30th
September, 2009 and the profit of the Company for the year ended on
that date.
iii. Proper a nd sufficient care has been taken for maintenance of
appropriate accounting records in accordance with the provisions of the
Act for safeguarding the assets of your Company and for preventing and
detecting frauds and other irregularities.
iv. The annual accounts have been prepared on a going concern basis.
v. The observations of the Auditors in their Report to the members have
been adequately dealt with in the relevant Notes to the Accounts. Hence
no additional explanation is considered necessary.
9. Corporate Governance:
The report of Corporate Governance along with Certificate from the
auditors of the Company regarding compliance of conditions of corporate
governance is enclosed by way of AnnexureBto this Report.
10. Energy, Technology & Foreign Exchange:
Pu rsuant to Section 217(1 )(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given in
the Annexure C to this Report.
11. Personnel:
Employee relations remained harmonious and satisfactory during the year
and your Board would like to place on record sincere appreciation for
sustained efforts and valued contribution towards growth initiative
made by all the employees of the Company.
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, forms part of this
Report. As per the provisions of the Section 219(1)(b)(iv) of the Act,
the Directors Report and accounts are being sent to the shareholders
excluding the statement giving particulars of employees under Section
217(2A) of the Act.
The copy of the said statement is available at the Registered Office
for inspection. Any shareholder interested in obtaining a copy of the
statement, may write to the Company Secretary at the Registered Office
of the Company.
12. Subsidiaries:
The Company does not have any subsidiary.
13. Directors:
Mr. R. M. Pande resigned as Director of the Company w.e.f. 25th
November, 2009. The Board places on record its appreciation of the
valuable contribution and counsel rendered by Mr. R. M. Pande during
his association with the Company as Director.
In accordance with the provisions of Companies Act, 1956 and Article
149 of the Articles of Association of the Company, Dr. P. K. Basu and
Mr. Chakor L. Doshi are due to retire at the 101st Annual General
Meeting and they being eligible offer themselves for reappointment.
14. Auditors:
M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company
will retire at the ensuing Annual General Meeting and they being
eligible have offered themselves for reappointment. The members are
requested to appoint the Auditors and authorise the Board to fix their
remuneration.
15. Acknowledgement:
Your Directors place on record their sincere appreciation of the
assistance and co-operation that the Company has been receiving from
the banks from time to time.
Your Directors also would like to thank the customers, suppliers and
the shareholders, for their continued support and co-operation.
For & on behalf of the Board of Directors
Chakor L. Doshi
Chairman
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai 400 034.
Date; 25th November, 2009
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