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Directors Report of WPIL Ltd.
Mar 31, 2025
The Directors of the Company have the pleasure in presenting their 71st Annual Report on the business and operations of the Company for the financial year ended 31st March, 2025.
|
FINANCIAL HIGHLIGHTS (STANDALONE) |
2024-25 |
(Rs. in Lacs) 2023-24 |
|
Total Income |
117785.36 |
110729.80 |
|
Earnings before interest, tax, Depreciation & Amortization |
22671.47 |
21715.03 |
|
Interest |
2648.92 |
1093.87 |
|
Depreciation & Amortization Expenses |
688.31 |
696.98 |
|
Profit before Taxation |
19334.24 |
19924.18 |
|
Provision for Taxation |
4949.90 |
5721.24 |
|
Profit for the year |
14384.34 |
14202.94 |
|
Other Comprehensive Income (Net) |
(9.83) |
5.20 |
|
Total Comprehensive Income for the year |
14374.51 |
14208.14 |
|
Balance brought from previous year |
20123.90 |
16822.58 |
|
Profit available for appropriation |
34498.41 |
31030.72 |
|
Transfer to General Reserve |
7000.00 |
7000.00 |
|
Final Dividend |
1953.41 |
3906.83 |
|
Balance available in surplus account in Balance sheet |
25545.00 |
20123.90 |
The company maintained its performance in 2024-25 with revenues of Rs.1178cr versus Rs.1107cr in 2023-24. The profit after tax for the year was flat at Rs.144cr versus Rs.142cr in 2023-24. Higher margins were offset by higher interest costs.
The outlook remains strong with strong orderbooks and improving execution across both divisions. Furthermore, the market outlook is improving with further emphasis on public infrastructure projects especially in the urban municipal sector and supported by public and private investments in industries.
The company continues to leverage its expanding product portfolio and market infrastructure across the spectrum of water management and is now well positioned in the industrial, municipal, and irrigation sectors. Its focus on strategic direction on new product development and manufacturing infrastructure has allowed it to surpass customer expectation with regards to quality and delivery. With a strong order book, increased availability of infrastructural resources and access to global markets, the Company stands committed to continue its growth and strengthen its position in the market by providing greater value for its Customers and other stakeholders.
After considering the performance of the year, cash flow, and consistent improvement of General Reserve, dividend distribution policy, and necessity to augment its working capital to sustain the growth of operational activities in the coming year, the Directors of the Company are pleased to recommend dividend of Rs.2/- (Rupees two) on each equity of Rs. 1/- (one) fully paid up for the year ended 31st March, 2025. The dividend distribution policy of the Company may be accessed to web-link at https://www.wpil.co.in/investor-services.php
The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on, 1st August, 2025 or to their mandates subject however, to
the provisions of Section 126 of the Companies Act, 2013.
Pursuant to finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at the prescribed rates as per the Income Tax Act, 1961.
The Board of Directors proposes to transfer Rs. 70 Crores to the General Reserve. An amount of Rs.520 Crores is proposed to be retained in the General Reserve Account.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to âInvestor Education and Protection Fundâ (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2016-17 of Rs. 4,30,364/- has been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule 6 of the âInvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 and Amendment Rules, 2017, 8,40,630 Ordinary shares in respect of which dividend remained unpaid/unclaimed for seven consecutive financial years had been transferred by the Company to the Demat Account of IEPF Authority so far through Depositories by following the procedures prescribed by Ministry of Corporate Affairs. However, out of such total Equity shares transferred, 10365 Equity shares were released to claimants so far by Investor Education and Protection Fund Authority.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management discussion and analysis report for the year under review is appended below:
The company is engaged in the business of fluid handling - from supply of pumps to turnkey project execution. It supplies a comprehensive range of pumps to the Industrial, municipal and irrigation sector. The company also has a strong project division which undertakes water management contracts in the above sectors.
Indiaâs growth rate was the second highest among G20 countries and almost twice the average of emerging market economic. Strong domestic demand, significant investments in public infrastructure, and a growing financial sector have been key contributor to this resilience. The RBI proactive measures have stabilized Rupees and by 2027, India is projected to become the third largest economy globally following United States and China. With the gradual improvement of Economic scenario during the year, there has been an increase in investments across various sectors of the economy and new opportunities are emerging in the capital goods sector. With an expanding order book and growing competencies, the performance of the Company across all its businesses sustained growth. The Company has been consolidating and growing it products portfolio and constantly expanding into new markets to achieve its growth objectives with a long term vision to be a leader in manufacturer of pumps and pumping solutions and turnkey execution of water management contracts. Overall, financial year 2024-25 was another stellar year despite headwinds. The Company achieved improvement across key operational while relentlessly focusing on its core values.
The Global Economy faced turbulence in 2025 amidst tense geopolitical scenario and recessionary pressure. Global growth is projected to remain moderate in 2025 with inflation remaining static in most countries. Key near term risks include high geo political tensions and its impact on global trade. This risk is further escalated with the shift to tariff based regimes and away from globalization. The company is focused on its vision of maintaining balance across its businesses and geographies to derisk itself from policy and other global risks.
C. OPERATIONAL REVIEWDOMESTIC OPERATIONS
The company maintained its performance in 2024-25 with revenues of Rs.1178cr versus Rs.1107cr in 2023-24. The profit after tax for the year was flat at Rs.144cr versus Rs.142cr in 2023-24. Higher margins were offset by higher interest costs.
The performance of the Product Division was excellent with revenues at Rs.323cr versus Rs.263cr in 2023-24 and with improving order book the progress is expected to be maintained. This is well aligned with the company plans to maintain balance between the Product and Project division.
The Project Division revenues were flat at Rs.824cr versus Rs.816cr in 2023-24. The division started the year well with strong revenue growth in the 1st half however due to budget constraints of the Jal Jeevan schemes the second half slowed down. However, project completion remains strong with a large number of projects commissioned and approaching commissioning. The O&M revenues are expected to pick up from 2025-26 and strengthening the O&M team remains a focus area.
The Product division operations are divided into two main segments
(a) Assembled to order pumps (ATO) which are manufactured to suit installations and typically serve municipal and industrial sectors.
This segment maintains its growth with revenues growing to Rs.190cr supported by the major thrust on water supply schemes and well supported by industrial demand. Further with growing requirements from the sewage and drainage sector the outlook is strong. The progress on Navy business is positive with improving outlook based on accelerated product development and increasing demand.
New brownfield facilities are being created to cater to growing demand in this segment.
(b) Engineered to order pumps (ETO) which are designed and manufactured for special applications and typically serve large flow requirements in the irrigation and power sector.
The ETO performance was also strong with revenues of Rs.133cr and improving order books should allow growth to be maintained.
The segment outlook is improving with renewed focus on its key markets of Power and Irrigation. The division expects large business from these sectors in 2025-26. Furthermore the renewed thrust on river linking projects is a very promising opportunity.
The company is planning further expansion at its Nagpur facility to enhance its capacities in lieu of the above mentioned opportunities.
The Project Division performance was stable with revenues of Rs.823cr versus Rs.816cr in 2023-24.
The division started the year well with revenues of Rs.431cr in the 1st half versus Rs.260cr in the corresponding period in 2023-24 however due to budget constraints at its clients end in the second half the progress slowed down substantially and revenues were flat for the year.
The division focused on improving its project completion and undertook most of the critical activities in the period so that a large number of its projects are commissioned or close to commissioning. This will lead to a pick up in O&M revenues from 2025-26 onwards.
The company decided to build an International project division and achieved good success with acquisition of Eigenbau and PCI in South Africa and Misa Spa in Italy. These acquisitions will diversify the company''s project business and help balance out policy risks. The revenues of this International division are expected to be around 400cr and growing based on immense global opportunities in the water sector.
International revenues were stable at 668cr versus Rs.590cr in 2023-24 in a year highlighted by the development of the International Project Division with the acquisition of Eigenabu, Misa and PCI.
The performance of Gruppo Aturia was stable in 2024-25 and the outlook for both its oil & gas business and the water segment looks strong with improving stability in the MENA region and a growing order book. The aftermarket segment remains strong.
The acquisition of Misa makes it a leader in large vertical pumps in Italy for the Irrigation and municipal sector along with a strong presence in the turnkey project business. The company has consolidated its acquisition well and looks to good growth through this acquisition.
WPIL SA now consists of 4 subsidiaries namely APE Pumps, M&P SA, Eigenabu and PCI.
APE Pumps had another great year with strong revenues and margins as it becomes the supplier of choice across its markets.
The acquisition of Eigenabu and PCI creates a strong entry into the turnkey project business in South Africa and across Africa.
All the businesses start the year with strong order books and the company looks ahead at managing strong growth in the medium term.
Sterling pumps and its subsidiary United Pumps had a good year in 2024-25 wherein revenues jumped to Rs.116 cr and the orderbook was brought under control. Now the focus is on margin improvement to encash the huge opportunities available to the companies.
The market outlook is excellent with the companies growing presence and strong brand presence.
WPIL Thailand had another good year in 2024-25 with strong revenues and growing order book. The company is now focused on the drainage sector with new product development which will boost its existing business in the irrigation sector.
The performance of Clyde Pump India further improved with record profitability in 2024-25. The capacity addition plus the growing markets in the oil & gas segment in the Gulf create good tailwinds for future growth.
The business environment appears challenging with a rise in geo political tensions and conflicts which negatively impact global trade. Furthermore, the move away from globalisation leading to a tariff based global economy will dent the flow in global trade further and lead to inflationary spikes and recessionary pressures. Global GDP growth assumptions have already been tempered down.
However, water scarcity and a growing population represent a big challenge for present water infrastructure and hence the demand is expected to keep growing. Similarly, to address the UN standard of living health goals, sewage and drainage infrastructure needs to be greatly enhanced.
Your company has been focussed on developing solutions in fluid handling by enhancing its range of products and services. Simultaneously, enhancing its global reach to diversify its business model. We should be well placed to take advantage of these opportunities.
The Company is actively focussing on further enhancing its global reach and looking at establishing operations in newer geographies and creating new growth drivers.
The Company being one of the leaders in the pump industry foresees good growth in both domestic and international operations with improved outlook across businesses. All divisions are well equipped to deal with their growing order book and provide good quality and delivery of products to continue to enhance market share. The Company feels it has achieved a good balance between domestic and international businesses on one hand and Products and Projects on the other hand to become a supplier of choice in the fluid handling business.
E. OPPORTUNITIES, THREATS, RISKS AND CONCERNS
WPIL has strengthened itself with necessary manufacturing infrastructure and financial health to be a very strong Company in its sector. Its products have a technical edge in the market and are the preferred choice of its customers. Along with this its support services and team of competent, qualified and experienced personnel command great respect in the market place. A combination of such strong qualities along with its strong project division should help to sustain its growth going forward.
The biggest risk remains geo political risks which are rising with political changes taking place globally. These political changes along with policy changes will affect global trade and access to markets with a thrust on localisation.
A major concern is the evolution of global policies to climate change and the experimentation with various energy mix models which could lead to energy shortages and crises. Further huge investment in this domain could divert precious resources away from building basic essential infrastructure.
F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company continues to have adequate system of internal control commensurate with size and nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal. The internal control system is supplemented by documented policies, guidelines and procedures. The Internal Audit of the Company conducted by external professional audit firm continuously monitor the effectiveness of the internal control with a view to provide audit committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organizationâs internal controls and risk management procedures.
Internal Audit of all operational units was carried out during the year under report as per the scope approved by the Audit Committee of Directors. The internal audit teams regularly briefs the management and the Audit Committee on their findings and also recommend the steps to be taken with regard to deviations, if any. Internal Audit Reports are regularly submitted for perusal of Senior Management to initiate appropriate action as required.
G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.
The People process is at the heart of Companyâs successful story. The Company lays significant importance for all round developments of its Human Resources with special emphasis to train the employees at all levels to enhance their effectiveness in their contribution to the overall performance of the Company through skill up-gradation, knowledge improvement and attitudinal change. These enable the employees at all levels to cope with the competitive environment through which the Company is passing at present and to achieve the desired corporate objective.
The industrial relations climate in the Company continued to remain harmonious and cordial. The Company has a vibrant atmosphere and able to face challenges of economic downturn with fortitude. Various welfare measures and recreational activities are also being continued side-by side of production to maintain such relations.
The Company had 687 employees on the roll (excluding manpower on contractual basis) at the end of the year under review as against 538 (excluding manpower on contractual basis) of previous year.
H. SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS.
During the financial year under review, significant changes in two key financial ratios were noticed which include Debt Equity Ratio and Debt Service Coverage Ratio as against last year. The reasons underlying such changes have been provided respectively in Note 57 (v) to the financial statement. The information is intended pursuant to the requirements of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) as amended from time to time.
The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.
Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchange wherein the Companyâs shares is listed and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.
A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Securities and Exchange Board of India (SEBI) has made it imperative for top 1000 listed entities to prepare and present to stakeholders a Business Responsibility & Sustainability Report (BRSR). Accordingly, a BRSR has been prepared by the Company as per the suggested format of SEBI which is given in Annexure- D, forms a part of this report. The Business Responsibility Policy of the Company may be accessed to Companyâs website at https:// www.wpil.co.in/investor-services.php
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;
(ii) the Directors had 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 the financial year and of the profit or loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Prakash Agarwal (DIN 00249468) and Mr. Brahma Prakash Khare (DIN 02288814) retire by rotation and being eligible, offer themselves for re-appointment. Mr S.N. Roy (DIN 00408742) Independent Director retired from the Board from 9th day of August, 2025 after conclusion of tenure of two consecutive terms of five years each. The Board had appointed Mr. Debraj Roy (DIN 10492039) as whole-time Director designated as Executive Director (Projects) for a period of three years with effect from 1st April, 2024 with the approval of shareholders through postal Ballot.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in sub section (6) of Section 149 of the Companies Act ,2013 read with Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended from time to time.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors of the Board.
In terms of Section 150 read with Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
POLICY FOR DIRECTORSâ APPOINTMENT
The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverges Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a Director can be accessed to its website at https://www.wpil.co.in/investor-services.php
POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESâ
The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.
1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at https: //www.wpil.co.in/investor-services.php
Pursuant to the requirements of Section 139 of the Companies Act, 2013, and based on the approval of Members at the Sixty Sixth Annual General Meeting, Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) had been appointed as Statutory Auditors, of Company for a term of initial five years to hold the office from the conclusion of 66th Annual General Meeting till the conclusion of 71st Annual General Meeting, As such a resolution to this effect for re-appointment of Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) as Statutory Auditor for a further term of consecutive five years commencing from companyâs financial year 2025-26 to financial year 2029-2030 to hold the office from the conclusion of 71st Annual General Meeting to the conclusion of 76th Annual General Meeting to be held in 2030 has been proposed in the notice convening the forthcoming Seventy First Annual General Meeting of the Company for the approval of Members together with fixation of remuneration of Statutory Auditors.
The Auditorâs Report forming the part of this Annual Report is free from any qualifications, reservations or declaimers.
COMPANIIES (ACCOUNTS) RULES, 2014
Information under section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies(Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this Report.
The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year2024-25 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 which accompanies this report.
Shares of the Company can only be traded in dematerialized form. You have the option to hold the Companyâs shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 99.58% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2025.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per relevant Indian Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities income, profits and other details of the Company and its group of entities as a single entity.
The performance and financial position those of its Subsidiaries and Joint Venture Companies considered in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Companyâs subsidiaries/ joint ventures in form AOC-1. The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2024-2025 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs. In terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, financial statements of subsidiaries have been placed at https: //www.wpil.co.in/investor-services.php
The Board of Director had on the recommendation of Audit Committee appointed M/s. D.Radhakrishnan & Co., Cost Accountants (Firm Registration No. 000018) as the Cost Auditors of the Company for the financial year 202425 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the
Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules,2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the members for ratification at the ensuing Annual General Meeting.
A copy of Annual Return of the Company for the financial year ended 31st March, 2024 in Form MGT-7 has been placed on the website of the Company at https: //www.wpil.co.in/investor-services.php. The Annual Return of the Company for the financial ended 31st March, 2025 would be updated on the same link within the stipulated time.
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met five times during the Financial Year from 1st April, 2024 to 31st March, 2025. The dates on which the Meetings were held are 25th May, 2024, 2nd July, 2024, 07th August, 2024, 30th October, 2024, and 12th February, 2025.
According to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.
The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretary, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.
PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS
Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2025 are attached in Annexure- E which forms a part of this report.
Contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on armâs length basis but consist of both in the ordinary course of business and otherwise. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting. All the transactions which were on armâs length basis but not in the ordinary course of business were / approved / ratified by the Board on quarterly basis on the recommendation of Audit Committee.
No contract/arrangement with any related party could be considered material in accordance with the Company policy on âMateriality of Related Policy Transactionsâ or which required reporting in Form No. AOC-2 as per Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013, as amended from time to time, was entered into during the year. There was no materially significant transactions entered into by the Company that could have potential conflict with the interest of the Company at large.
The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php.
The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirement of IND-AS 24 in Note 46 to the financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been a socially responsible corporate and its core value defines the way it operates and create value with the larger society. The companyâs four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behave responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centres around three thematic areas- Education, Health & Hygiene and Safe Drinking water. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of three Directors, one of whom is Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F. Some of the CSR projects/ initiatives taken up/sustained during the year include distribution of spectacles, arrangement for cataract operations, distribution of books and stationeries for poor students at school run by NGO at Kolkata, and Uttar Kashi, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Purulia & 24 Parganas, arrangement to supply safe drinking water at fifteen villages at Jungle Mahal, in the district of West Midnapur with the aid of Solar Energy from deep tube well through overhead storage tanks with five dispensing points. Further Eight hand pumps deep tube wells were installed respectively at eight villages at 24 Parganas (South.) These fifteen water supply projects installed at fifteen villages and eight hand pumps deep tube wells installed at eight villages at 24 Parganas (South) taken together have catered to the drinking water requirements on day to day basis of about 20,000 villagers. Towards end of the financial year, some of CSR initiatives organized and scheduled to be initiated, could not be undertaken by the Company due to time constraints. However, CSR spending of the Company improved over the years and grew by 32.14% over previous year. The Company would further improve its CSR spending in the next year. The CSR Policy as approved by the Board may be accessed to Companyâs website at https: // www.wpil.co.in/investor-services.php.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php. During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.
The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mrs. Samarpita Bose and Mr. K .K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Companyâs wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, financial, Credit, Market, Liquidity, Investment, Property, legal, Regulatory, Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that,
to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.
The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.
The Company has introduced several improvements to integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.
The Company has a risk policy with a view to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that the growth and earnings targets as well as the strategic objectives are met.
The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure - G. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial personnel) Rules,2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms a part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection in electronic form up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may send an e-mail to the Company Secretary at uchakravarty@wpil.co.in and same will be furnished on request. The said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), are furnished in Annexure I. However, information as to the requirements under 5(2) (ii) & (iii) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.
Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.
The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.
The Board evaluated performance of its Committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience and skill, effectiveness of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issue and concerns raised by the Members of the Board etc. The evaluation of Independent Directors had been undertaken by the entire Board of Directors except Independent Directors who was subject to evaluation. The evaluation of Independent Directors were primarily focused on performance of Director together with fulfillment of Criteria of Independence as specified in SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 as amended by SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018.
The Independent Directors at their separate meeting evaluated the performance of Board as a whole, and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.
In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has dedicated a separate page for Investors Services in its Website at https: //www.wpil.co.in/investor-services.php.This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.
None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. Further the company has complied with all applicable secretarial standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of revised version of secretarial standards SS-1 issued by The Institute of Company Secretaries of India.
The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulator or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide and promote a safe healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.
The Company has laid down policy on prevention, prohibition and redressal of Sexual harassment of women in the work place in line with the provisions of the Sexual harassment of the women at work place (Prevention, Prohibition and Redressal) Act, 2013. This Policy of the Company may be accessed to Companyâs website at https://www.wpil.co.in/ investor-services.php
MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial Position of the Company, which has occurred during the financial year to which these financial statements relate and date of this report.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013. Therefore no further disclosures are required under Section 134(3)(ca) of the Companies Act, 2013.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES.
In terms of circular SEBI/H0/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018 and pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors, is of opinion that the Company does not deal with products which requires it to enter into forward contract to hedge against price fluctuation that may end up in a substantial loss.
The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. The Ministry of Corporate Affair through its General Circular No 09/2024 dated 19.09.2024, General Circular No 09/2023 dated 25.09.2023, General Circular No 12/2022 dated 28.12.2022, 2/2022 dated 05.05.2022 read with General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2021 dated 13.01 2021, General Circular No. 19/2021 dated 08.12.2021 and General Circular No. 21/2021 dated 14.12.2021, has prescribed that financial statements (including Board Report, Auditors Report and other documents required to be attached therewith), shall be sent only by e-mail to the Members. Further, Securities and Exchange Board of India, through its Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12th December, 2024 has extended relaxation till 30th September, 2025 from applicability of Regulation 36(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires sending hard copy of Annual Report containing the salient features of all the documents prescribed in section 136 of the Companies Act,2013 to the shareholders who have not registered their email addresses. Accordingly, those members have not yet registered their e-mail ID with
the Registrar and Transfer Agent of the Company or their depository participants may do the same forthwith in accordance with procedure mentioned in the notice convening Seventy First Annual General Meeting for receiving Annual Report and other communications in electronic form and participation in e-voting. Further SEBI vide its circular no. SEBI/ HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated Bank Details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Members are requested to ensure compliances of these requirements.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Ministry of Corporate Affairs through gazette notification dated 24th March, 2021, prescribed certain disclosures to be made by the Company in its Board Report as to particular of application filed during the year under Insolvency and Bankruptcy Code, 2016 including status of cases pending at the end of the year are provided in annexure-H
LARGE CORPORATE DISCLOSURE FOR FUND RAISING THROUGH DEBT SECURTIES
As on 31st March, 2025, your Company did not have any long-term borrowing. As a result of the same, your Company does not meet the criteria specified by SEBI for large corporates for fund raising through debt securities.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
ONE-TIME SETTLEMENT WITH THE BANKS AND FINANCIAL INSTITUTIONS
No one-time settlement with Banks or Financial Institutions were entered into during the year.
STOCK SPLIT/SUB-DIVISION OF EQUITY SHARES OF THE COMPANY
The Board of Directors of the Company at its meeting held on May 25, 2024 subject to the approval of the Shareholders of the Company recommended to sub-divide 1 (one) Equity share of Rs. 10 each fully paid up into 10 (ten) Equity Shares of Rs. 1/- each fully paid up. Subsequently the shareholders of the Company accorded consent to the Company to sub-divide 1 (one) existing equity shares of Rs. 10/- each into 10 (ten) Equity Shares of Rs. 1/- each fully paid up on 30th June, 2024 through postal ballot, the effect of which had been given to the existing account of all shareholders on record date on July 12,2024.
Statement in the management discussion and analysis and Directorsâ Report describing the Companyâs strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though the Company believes expectations reflected in such forward looking statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on the forward looking statements.
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ANNEXURES FORMING PART OF THIS REPORT |
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|
Annexure |
Particulars |
|
A |
Conservation of energy, technology absorption, foreign exchange earning and outgo. |
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B |
Report on Corporate Governance |
|
C |
Secretarial Audit Report |
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D |
Business Responsibility and sustainability Report |
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E |
Particulars of Loans, Guarantees and Investments under 186 of the Act |
|
F |
Report on Corporate Social Responsibility (CSR) activities. |
|
G |
Particulars of Employees and Related Disclosures |
|
H |
Status of cases under IBC 2016 pending as on 31.03.2025. |
|
I |
Disclosures of remuneration and other particulars as prescribed under the provisions of section 197 of the Companies Act, 2013 |
The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.
Mar 31, 2024
The Directors of the Company have the pleasure in presenting their 70th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2024..
FINANCIAL HIGHLIGHTS (STANDALONE) (Rs. in Lacs)
|
2023-24 |
2022-23 |
|
|
Total Income |
110729.81 |
103387.30 |
|
Earnings before interest, tax, Depreciation & Amortization |
21715.03 |
20242.67 |
|
Interest |
1093.87 |
678.75 |
|
Depreciation & Amortization Expenses |
696.98 |
551.24 |
|
Profit before Taxation |
19924.18 |
19012.68 |
|
Provision for Taxation |
5721.24 |
4709.80 |
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Profit for the year |
14202.94 |
14302.88 |
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Other Comprehensive Income (Net) |
5.20 |
-36.84 |
|
Total Comprehensive Income for the year |
14208.14 |
14266.04 |
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Balance brought from previous year |
16822.58 |
8533.24 |
|
Profit available for appropriation |
31030.73 |
22799.28 |
|
Transfer to General Reserve |
7000.00 |
5000.00 |
|
Final Dividend |
3906.83 |
976.71 |
|
Balance available in surplus account in Balance sheet |
20123.89 |
16822.58 |
OPERATIONS
This year, your Company consolidated its performance after an exceptionally strong 2022-23 with standalone revenues of Rs.1107cr compared to Rs.1034 cr in 2022-23. The profit after tax for the year was flat at Rs.142cr compared to Rs.143cr in the previous year due to higher taxation.
The performance was balanced across both divisions with Product division revenues at Rs.261cr versus Rs.219cr in the previous year and the Project Division revenues at Rs.816cr versus Rs.784 cr in the previous year.
The company continues to leverage its expanding product portfolio and increasing market penetration into strategic sectors to grow its Product division. The outlook for the Product Division is robust with a strong order book and growing enquiry pipeline. Simultaneously, the improving execution capability of the Project Division across its various municipal and irrigation projects should allow the company to maintain its growth path and grow into a leading turnkey project solution provider. The orderbook remains strong for the Project Division and as a strong positive, quite a number of projects are entering completion stage and will be entering into O&M. This should also support revenues going forward.
The Company stands committed to continue its growth and strengthen its position in the market by providing greater value for its customers and other stakeholders.
DIVIDEND
The Board of Directors at its meeting held on 3rd November, 2023, declared Interim Dividend of Rs. 20/- on each fully paid equity share of Rs. 10/- for the financial year 2023-24 after deduction of applicable tax at source which will be confirmed by the members at the ensuing Annual General Meeting.
After considering the performance of the year, cash flow, and consistent improvement of General Reserve, dividend
distribution policy, and necessity to augment its working capital to sustain the growth of operational activities in the coming year, the Directors of the Company are pleased to recommend Final dividend of rupees Twenty per equity share of Rs. 10/- fully paid up for the year ended 31st March, 2024, so however, if the face value of the Equity share is reduced, then the dividend recommended as above and to be declared shall also be reduced proportionately to the reduction of face value of Equity Share. The dividend distribution policy of the Company may be accessed to web-link at https:// www.wpil.co.in/investor-services.php
The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on, 2nd August, 2024 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.
Pursuant to finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at the prescribed rates as per the Income Tax Act, 1961.
TRANSFER TO RESERVE
The Board of Directors proposes to transfer Rs. 70 Crores to the General Reserve. An amount of Rs. 450 Crores is proposed to be retained in the General Reserve Account.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to âInvestor Education and Protection Fundâ (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2015-16 of Rs. 2,27,342/- has been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule 6 of the âInvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 and Amendment Rules,2017, 81,618 ordinary shares in respect of which dividend remained unpaid/unclaimed for seven consecutive years had been transferred by the Company to the Demat Account of IEPF Authority so far through Depositories by following the procedures prescribed by Ministry of Corporate Affairs. However, out of such total Equity shares transferred, 951 Equity shares were released to claimants so far by Investor Education and Protection Fund Authority.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management discussion and analysis report for the year under review is appended below:
A. BUSINESS
The company is engaged in the business of providing fluid handling solutions - from supply of pumps to turnkey project execution. It supplies a comprehensive range of pumps to the Industrial, municipal, irrigation and power sector. The company also has a strong project division which undertakes water management contracts in the above sectors.
B. BUSINESS ENVIRONMENT
The business environment for2023-24 was extremely positive with improvement of the economic scenario during the year and an increase in public investments in India led to a strong performance for the capital goods sector. With increase in interest rates inflation has stabilized along with commodity prices especially steel.
The thrust on public investments especially in the water sector was the highlights of the year for the company as the Jal Jeevan scheme gained momentum. A renewed thrust on urban water supply is expected with AMRUT 2 which is now being implemented.
The Global Economy was however a different story with the war in Ukraine entering its second year and a new crisis in the middle east which is now also affecting global trade via the Suez Canal causing longer lead times. The increasing interest rate regime to control inflation has been instrumental in affecting demand as nations review budgets and curtail spending. Further Europe is now seeing major political change across major economies which might lead to major policy change and focus on localization affecting global trade. Hence, the environment remains one of caution.
The performance of the Company across all the businesses recorded was stable. The company consolidated its operations in 2023-24 further with the divestment of its nuclear business. The major highlights were the strong outlook in India with the thrust on water and the positive impact of stable crude prices on fresh greenfield and brownfield investments in Oil & Gas.
On the back of a stable 2023-24, the company cautiously looks to achieve growth objectives with a long term vision to be an important fluid solutions global company. The Company achieved improvement across key operational and financial metrics while relentlessly focusing on its core values.
C. OPERATIONAL REVIEW
DOMESTIC OPERATIONS
Domestic revenues for2023-24 were Rs.1107cr against Rs.1034 cr in the previous year. Profit after tax was flat at Rs.142cr against Rs. 143cr in the previous year due to higher taxation. The performance was stable across both the Product and Project Division with Product division revenues growing to Rs. 261cr from Rs. 219cr in the previous year.
The outlook remains strong with strong orderbooks and improving execution across both divisions. Furthermore, the market outlook is improving with further emphasis on public infrastructure projects especially in the urban municipal sector and supported by investments in both downstream and upstream oil & gas projects.
PRODUCT DIVISION
The Product division operations are divided into two main segments
(a) Assembled to order pumps (ATO) which are manufactured to suit installations and typically serve municipal and industrial sectors.
This segment had a great year with revenues growing to Rs150cr supported by the major thrust on water supply schemes and well supported by industrial demand from the steel sector. Further with growing requirements from the sewage and drainage sector the outlook is strong.
An important breakthrough was a framework contract for fixed onboard centrifugal pumps on which the product development has progressed well and should be an important source of revenue in the future.
New brownfield facilities are being created to cater to growing demand in this segment.
(b) Engineered to order pumps (ETO) which are designed and manufactured for special applications and typically serve large flow requirements in the irrigation and power sector.
The ETO performance also improved with good export orders and offshore fire pump packages and closes the year with a strong orderbook and further improving outlook.
Major successes were the successful commissioning of 3 large 30MW metallic volute pump turbines for Kaleswaram Lift Irrigation scheme Package 20 and another 2 large 30MW pump turbines for Package 9 last year. This places the company as one of the strongest suppliers of such large pumps used for water transfer in river linking projects.
Further major investments were made in the year to drastically upgrade the testing facility along with addition of VFD allowing testing of large pumps up to 10 MW.
PROJECT DIVISION
The Project Division performance was stable with 2023-24 revenues at Rs. 816cr against 783cr in the previous year. The revenues were affected in the first half due to supply chain constraints of ductile iron pipes however strong execution in the last quarter helped it recover.
Most of the older West Bengal projects like Uluberia and Budge Budge are nearing commissioning and for the newer projects there is an increased focus on survey and engineering to start site activities at the earliest. We expect good traction in these projects in 2024-25.
In Madhya Pradesh Jal Nigam the company was executing 9 projects and one of the projects for NIMRANI region was terminated by client on grounds of slow progress. The company has disputed the termination on the plea that land for construction was allotted and handed over only in December 2023 which delayed the project.
All other 8 projects are progressing well with Madhya Pradesh Jal Nigam with two schemes scheduled for commissioning in the 1st half of 2024-25.
The company commissioned the prestigious DIBRUGARH water supply scheme during the year and aims to complete residual work in the first half of2024-25 based on front availability. Similarly, the remaining Package 9 of KALESWARAM lift Irrigation scheme was commissioned during the year.
INTERNATIONAL OPERATIONS
The international operations performance of the company were stable in a year highlighted with the divestment of the Rutschi nuclear operations in France and Switzerland.
On 6th August 2023 Wpil''s European subsidiary Gruppo Aturia had entered into a binding share purchase Agreement with Newcleo, France for sale of its nuclear business consisting of Rutsch subsidiaries Pompes Rutschi France and Rutshi Fluid AG Switzerland.
The management considers this transaction in line with its longer-term vision of maintaining focus on the core business in water and industrial pumps. The substantial cash reserve created would support inorganic growth opportunities which the company is actively pursuing.
On 19th December2023 the transaction was completed in line with the signed Share Purchase Agreement which was for a consideration of 68.9m Euros
GRUPPO ATURIA
The performance of Gruppo Aturia was stable in 2023-24 and the outlook for both its oil & gas business and the water segment looks strong with a good expected order pipeline. The business was further supported by robust after- market contracts.
The business is looking at various inorganic opportunities to strengthen its product offering and increase its geographical reach.
WPIL SOUTH AFRICA
WPIL South Africa had a great year with good margin improvement based on restart of after market business with ESKOM during the year. ESKOM, main power utility of South Africa has renewed focus on improving efficiency at its plants and entered into important long term contracts with our subsidiary APE PUMPS.
APE PUMPS has also built- up strong capabilities in the water sector both as a supplier of pumps and turnkey project contracting. These competencies have created large growth opportunities as the country rebuilds its water infrastructure.
STERLING PUMPS, AUSTRALIA
Both the Australian businesses STERLING PUMPS and UNITED PUMPS AUSTRALIA had an important where they received a large number of contracts and now have record order backlogs. The majority of contracts are from the Oil & Gas sector and the businesses are building their dominance in the Australian market.
We expect sustained good performance at both businesses over the medium term and the outlook remains robust.
WPIL THAILAND
WPIL Thailand had a great year with revenues jumping to 150cr in 2023-24 and with a good order book and improving outlook based on the new Govt. thrust on irrigation we expect the performance to be sustained going forward.
CLYDE PUMP INDIA LTD.
The performance of Clyde Pump India was improved with a 40% jump in revenues based on good demand from the oil gas sector and supported by its after- market business.
D. FUTURE OUTLOOK
The business environment looks robust with growing demand for fluid handling solutions globally. The growing populations supported by rapid urbanisation is creating fresh water scarcity and a big challenge for present water infrastructure. Similarly, to address the UN standard of living health goals sewage and drainage infrastructure needs to be greatly enhanced.
Your company has been focussed on developing solutions in fluid handling by enhancing its range of products and services. Simultaneously, enhancing its global reach to diversify its business model. We should be well placed to take advantage of these opportunities.
The Company is actively focussing on further enhancing its global reach and looking at establishing operations in newer geographies and creating new growth drivers.
The Company being one of the leaders in the pump industry foresees good growth in both domestic and international operations with improved outlook across businesses. All divisions are well equipped to deal with their growing order book and provide good quality and delivery of products to continue to enhance market share. The Company feels it has achieved a good balance between domestic and international businesses on one hand and Products and Projects on the other hand to become a supplier of choice in the fluid handling business.
E. OPPORTUNITIES, THREATS, RISKS AND CONCERNS
WPIL has strengthened itself with necessary manufacturing infrastructure and financial health to be a very strong Company in its sector. Its products have a technical edge in the market and are the preferred choice of its customers. Along with this its support services and team of competent, qualified and experienced personnel command great respect in the market place. A combination of such strong qualities along with its strong project division should help to sustain its growth going forward.
The biggest risk remains geo political risks which are rising with political changes taking place globally. These political changes along with policy changes will affect global trade and access to markets with a thrust on localisation.
A major concern is the evolution of global policies to climate change and the experimentation with various energy mix models which could lead to energy shortages and crises. Further huge investment in this domain could divert precious resources away from building basic essential infrastructure.
F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate system of internal control through the process of Operational Internal Audit and the same is monitored by the Internal Audit conducted by external professional audit firm, which independently reviews and strengthens the control measures. Internal Audit of all operational units was carried out during the year under report as per the scope approved by the Audit Committee of Directors. The internal audit teams regularly brief the management and the Audit Committee on their findings and also recommend the steps to be taken with regard to deviations, if any. Internal Audit Reports are regularly submitted for perusal of Senior Management to initiate appropriate action as required.
G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.
The People process is at the heart of Companyâs successful story. The Company lays significant importance for all round developments of its Human Resources with special emphasis to train the employees at all levels to enhance their effectiveness in their contribution to the overall performance of the Company through skill up-gradation, knowledge improvement and attitudinal change. These enable the employees at all levels to cope with the competitive environment through which the Company is passing at present and to achieve the desired corporate objective.
The industrial relations climate in the Company continued to remain harmonious and cordial. The Company has a vibrant atmosphere and able to face challenges of economic downturn with fortitude. Various welfare measures and recreational activities are also being continued side-by side of production to maintain such relations.
The Company had 538 employees on the roll (excluding manpower on contractual basis) at the end of the year under review as against 491 (excluding manpower on contractual basis) of previous year.
H. SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS.
During the financial year under review, significant changes in some key financial ratios were noticed compared to previous financial year, which include Debt Equity Ratio, Debt Service Coverage Ratio, Inventory Turnover Ratio, Trade Receivable turnover Ratio and Capital Turnover Ratio. The reasons underlying such changes have been provided respectively in Note 60 (v) to the financial statement. The information is intended pursuant to the requirements of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land..
Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchange wherein the Companyâs shares is listed and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.
A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Securities and Exchange Board of India (SEBI) has made it imperative for top 1000 listed entities to prepare and present to stakeholders a Business Responsibility & Sustainability Report (BRSR). Accordingly, a BRSR has been prepared
by the Company as per the suggested format of SEBI which is given in Annexure- D, forms a part of this report. The Business Responsibility Policy of the Company may be accessed to Companyâs website at https://www.wpil.co.in/investor-services.php
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;
(ii) the Directors had 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 the financial year and of the profit or loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. K.K.Ganeriwalah (DIN 00408722) retires by rotation and being eligible, offer himself for re-appointment.
The Members of the Company at their Sixty Fifth Annual General Meeting held on 9th August, 2019 appointed Mr. Rakesh Amol (DIN: 01374484) as an Independent Director of the Company for a period of five years from the conclusion of Sixty Fifth Annual General Meeting to the conclusion of Seventieth Annual General Meeting of the Company. In terms of provisions of Section 149(10), read with Regulation 25(2A) of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, an Independent Director may be re-appointed for second consecutive term of five years on approval of Shareholders through special resolution subject to the provisions of 152 of the Companies Act, 2013. A notice in writing, under Section 160 of the Companies Act, 2013 has been received from a member of the Company signifying his intention to propose re-appointment of Mr. Rakesh Amol as Independent Director for second consecutive term of five years from the conclusion of Seventieth Annual General Meeting of the Members of Company Further, Board of Directors at its meeting held on 3rd February, 2024 has appointed Mr. Debraj Roy (DIN 10492039) as whole-time Director designated as Executive Director (Project) for a period of three years with effect from 1st April, 2024 subject to the approval of shareholders through postal Ballot.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in sub section (6) of Section 149 of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Second Amendment Rules, 2018 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended from time to time.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors of the Board.
In terms of Section 150 read with Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
POLICY FOR DIRECTORSâ APPOINTMENT
The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverges Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a Director can be accessed to its website at https://www.wpil.co.in/ investor-services.php.
POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESâ
The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.
1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting focus on both short and long term performance objectives of the Company and its goals.
The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at https: //www.wpil.co.in/investor-services.php
AUDITORS
Pursuant, to the requirements of Section 139 of the Companies Act, 2013, and pursuant to the approval of Members at the Sixty Sixth Annual General Meeting, Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) had been appointed as Statutory Auditors, of Company for a term of five years to hold the office from the conclusion of 66th Annual General Meeting till the conclusion of 71st Annual General Meeting, Hence, no resolution to this effect has been proposed in the notice convening the forthcoming Seventieth Annual General Meeting of the Members of the Company.
The Auditorâs Report forming the part of this Annual Report is free from any qualifications, reservations or declaimers.
COMPANIIES (ACCOUNTS) RULES, 2014
Information under section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this Report.
CODE OF CONDUCT
The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year 202324 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 which accompanies this report.
DEMATERIALIZATION OF SHARES
Shares of the Company can only be traded in dematerialized form. You have the option to hold the Companyâs shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 99.39% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March 2024.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per Indian Accounting Standards (IND-AS) 27 issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities income, profits and other details of the Company and its group of entities as a single entity.
The performance and financial position those of its Subsidiaries and Joint Venture Companies considered in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Companyâs subsidiaries/ joint ventures in form AOC-1. The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2023-2024 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs. In terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, financial statements of subsidiaries have been placed at https: //www.wpil.co.in/investor-services.php
COST AUDIT
The Company had appointed M/s. D.Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2023-24 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules,2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration
payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the members for ratification at the ensuing Annual General Meeting.
ANNUAL RETURN
A copy of Annual Return of the Company for the financial year ended 31st March, 2023 in Form MGT-7 has been placed on the website of the Company at https: //www.wpil.co.in/investor-services.php. The Annual Return of the Company for the financial ended 31st March, 2024 would be updated on the same link within the stipulated time.
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met five times during the Financial Year from 1st April 2023 to 31st March, 2024. The dates on which the Meetings were held are 19th May, 2023, 12th July, 2023, 10th August, 2023, 3rd November, 2023, and 3rd February, 2024.
SECRETARIAL AUDIT
According to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.
The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2023-24. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.
PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS
Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2024 are attached in Annexure- E which forms a part of this report.
RELATED PARTY TRANSACTIONS
Contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on armâs length basis but consist of both in the ordinary course of business and otherwise. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting. All the transactions which were on armâs length basis but not in the ordinary course of business were / approved / ratified by the Board on quarterly basis on the recommendation of Audit Committee.
No contract/arrangement with any related party could be considered material in accordance with the Company policy on âMateriality of Related Policy Transactionsâ or which required reporting in Form No. AOC-2 as per Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013, as amended from time to time, was entered into during the year. There was no materially significant transactions entered into by the Company that could have potential conflict with the interest of the Company at large.
The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php.
The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirement of IND-AS 24 in Note 46 to the financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been a socially responsible corporate and its core value defines the way it operates and create value with the larger society. The companyâs four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behave responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centres around three thematic areas- Education, Health & Hygiene and Safe Drinking water. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of three Directors, one of whom is Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F. Some of the CSR projects/ initiative taken up/sustained during the year include distribution of spectacles, arrangement for cataract operations, distribution of books and stationeries for poor students at school run by NGO at Kolkata, and Uttar Kashi, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Purulia & 24 Parganas, arrangement to supply safe drinking water at twelve villages at Jungle Mahal, in the district of West Midnapur with the aid of Solar Energy from deep tube well through overhead storage tanks with five dispensing points. Further four hand pumps deep tube wells were installed respectively at four villages at 24 Parganas (South.) These twelve water supply projects installed at twelve villages and four hand pumps deep tube wells installed at four villages at 24 Parganas (South) taken together have catered to the drinking water requirement on day to day basis of about 14300 villagers. Towards end of the financial year, some of CSR initiatives organized and scheduled to be initiated, could not be undertaken by the Company due to time constraints. However, CSR spending of the Company improved over the years and grew by44.79% over previous year. The Company would further improve its CSR spending in the next year. The CSR Policy as approved by the Board may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php. During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.
RISK MANAGEMENT
The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mr. S.N.Roy and Mr. K .K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Companyâs wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, financial, Credit, Market, Liquidity, Investment, Property, legal, Regulatory, Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.
The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.
The Company has introduced several improvements to integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure - G. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial personnel) Rules,2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms a part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection in electronic form up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may send an e-mail to the Company Secretary at uchakravarty@wpil.co.in and same will be furnished on request. The said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), are furnished in Annexure I. However, information as to the requirements under 5(2) (ii) & (iii) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.
The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.
The Board evaluated performance of its Committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience and skill, effectiveness of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing
of the issue and concerns raised by the Members of the Board etc. The evaluation of Independent Directors had been undertaken by the entire Board of Directors except Independent Directors who was subject to evaluation. The evaluation of Independent Directors were primarily focused on performance of Director together with fulfillment of Criteria of Independence as specified in SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 as amended from time to time.
The Independent Directors at their separate meeting evaluated the performance of Board as a whole, and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.
INVESTOR SERVICES
In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has dedicated a separate page for Investors Services in its Website at https: //www.wpil.co.in/investor-services.php.This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.
STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. Further , the company has complied with all applicable secretarial standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of revised version of secretarial standards SS-1 issued by The Institute of Company Secretaries of India.
PUBLIC DEPOSITS
The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulator or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide and promote a safe healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.
The Company has laid down policy on prevention, prohibition and redressal of Sexual harassment of women in the work place in line with the provisions of the Sexual harassment of the women at work place (Prevention, Prohibition and Redressal) Act, 2013. This Policy of the Company may be accessed to Companyâs website at https://www.wpil.co.in/ investor-services.php.
MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial Position of the Company, which has occurred during the financial year to which these financial statements relate and date of this report.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013. Therefore no further disclosures are required under Section 134(3)(ca) of the Companies Act, 2013.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES.
In terms of circular SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018 and pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors, is of opinion that the Company does not deal with products which requires it to enter into forward contract to hedge against price fluctuation that may end up in a substantial loss.
GREEN INITIATIVE
The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. The Ministry of Corporate Affair through its General Circular No 09/2023 dated 25.09.2023, General Circular No 12/2022 dated 28.12.2022 2/2022 dated 05,05.2022 read with General Circular No. 20/2020 dated 05,05.2020, General Circular No. 02/2021 dated 13.01 2021, General Circular No. 19/2021 dated 08.12.2021 and General Circular No. 21/2021 dated 14.12.2021, has prescribed that financial statements (including Board Report, Auditors Report and other documents required to be attached therewith), shall be sent only by e-mail to the Members. Further, Securities and Exchange Board of India, has extended relaxation till 30th September, 2024 from applicability of Regulation 36(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires sending hard copy of Annual Report containing the salient features of all the documents prescribed in section 136 of the Companies Act,2013 to the shareholders who have not registered their email addresses. Accordingly, those members have not yet registered their e-mail ID with the Registrar and Transfer Agent of the Company or their depository participants may do the same forthwith in accordance with procedure mentioned in the notice convening Seventieth Annual General Meeting for receiving Annual Report and other communications in electronic form and participation in e-voting. Further SEBI vide its circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated Bank Details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Members are requested to ensure compliances of these requirements
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Ministry of Corporate Affairs through gazette notification dated 24th March, 2021, has prescribed certain disclosures to be made by the Company in its Board Report as to particular of application filed during the year under Insolvency and Bankruptcy Code, 2016 including status of cases pending at the end of the year, are provided in annexure-H
LARGE CORPORATE DISCLOSURE FOR FUND RAISING THROUGH DEBT SECURTIES
As on 31st March, 2024, your Company did not have any long-term borrowing. As a result of the same, your Company does not meet the criteria specified by SEBI for large corporates for fund raising through debt securities.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
ONE-TIME SETTLEMENT WITH THE BANKS AND FINANCIAL INSTITUTIONS
No one-time settlement with Banks or Financial Institutions were entered into during the year.
STOCK SPLIT/SUB-DIVISION OF EQUITY SHARES OF THE COMPANY
The Equity Shares of the Company are listed and are traded on the BSE Limited (BSE). With a view to improve the liquidity of the Companyâs shares at the stock exchange with higher floating stock in absolute numbers and to make it more affordable for the small retail investors having interest, able to invest in the Companyâs equity shares and also to create wider shareholders base, the Board of Directors of the Company (the Board) at its meeting held on 25th May, 2024 has recommended it is desirable to sub-divide (split) the nominal value of each Equity Share having a present face value Rs. 10/- (Rupees Ten Only) each into 10 (Ten) Equity Shares of Re. 1/- ( Rupee One Only) each, subject to the approval of the Members and all concerned Statutory Authority(ies).
The Members may please note that presently the nominal value of each equity share of the Company is Rs.10/- (Rupees Ten Only) per share and consequent upon the sub-division it is being divided into 10 (Ten) equity shares of Rs. 1/- (Rupee One Only) each. The date on which this sub-division would become effective, will be decided by the Board after obtaining the shareholderâs approval, which will be notified through the Stock Exchanges.
DISCLAIMER
Statement in the management discussion and analysis and Directorsâ Report describing the Companyâs strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though the Company believes expectations reflected in such statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on forward looking statements.
ANNEXURES FORMING PART OF THIS REPORT
|
Annexure |
Particulars |
|
A |
Conservation of energy, technology absorption, foreign exchange earning and outgo. |
|
B |
Report on Corporate Governance |
|
C |
Secretarial Audit Report |
|
D |
Business Responsibility and sustainability Report |
|
E |
Particulars of Loans, Guarantees and Investments under 186 of the Act |
|
F |
Report on Corporate Social Responsibility (CSR) activities. |
|
G |
Particulars of Employees and Related Disclosures |
|
H |
Status of cases under IBC 2016 pending as on 31.03.2024. |
|
I |
Disclosures of remuneration and other particulars as prescribed under the provisions of section 197 of the Companies Act, 2013 |
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.
For and on behalf of Board of Director of WPIL Limited (CIN : L36900WB1952PLC020274)
P. AGARWAL Managing Director
DIN 00249468
Place : Kolkata K. K. GANERIWALA Executive Director
Date : 25th May, 2024 DIN 00408722
Mar 31, 2023
The Directors of the Company have the pleasure in presenting their 69th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2023.
|
FINANCIAL HIGHLIGHTS (STANDALONE) |
2022-23 |
(Rs. in Lacs) 2021-22 |
|
Total Income |
103411.54 |
54391.01 |
|
Earnings before interest, tax, Depreciation & Amortization |
20242.67 |
9539.88 |
|
Interest |
678.75 |
361.4 |
|
Depreciation & Amortization Expenses |
551.24 |
562.90 |
|
Profit before Taxation |
19012.68 |
8615.53 |
|
Provision for Taxation |
4709.80 |
2228.21 |
|
Profit for the year |
14302.88 |
6387.32 |
|
Other Comprehensive Income (Net) |
-36.84 |
1.18 |
|
Total Comprehensive Income for the year |
14266.04 |
6388.50 |
|
Balance brought from previous year |
8533.24 |
8121.45 |
|
Profit available for appropriation |
22799.28 |
14509.95 |
|
Transfer to General Reserve |
5000.00 |
5000.00 |
|
Final Dividend |
1953.42 |
976.71 |
|
Balance available in surplus account in Balance sheet |
15845.86 |
8533.24 |
Your Company recorded a remarkable performance in 2022-23 as standalone operational revenue increased to Rs. 100243.97 lacs compared to Rs. 52981.79 lacs in the previous financial year. This revenue growth during the year of 90% with improvement in EBITDA margins compared to the previous year was due to the strong performance of the Turnkey Project Division and stabilization of commodity prices. The profit after tax was at Rs.14302 lacs versus 6387 Lacs in the previous year. This performance demonstrates the maturing of the companyâs business model. The Annual Results for the financial year 2022-23 demonstrate your Companyâs ability to identify, nurture and accelerate growth opportunities. With a strong order book, traction in the operations of infrastructure division, strong technological advantages and market presence of the Engineered Product Division, strong balance sheet and access to global markets, the Company stands committed to its growth trajectory providing greater value for its customers and other stakeholders.
The company continues to focus on development of the Engineered Product division through new high efficiency pump models, enhancement of manufacturing infrastructure and innovative pumping solutions.
After considering the performance of the year, cash flow, and consistent improvement of General Reserve, dividend distribution policy, and necessity to augment its working capital to sustain the growth of operational activities in the coming year, the Directors of the Company are pleased to recommend dividend of rupees Twenty per share for the year ended 31st March, 2023. The dividend distribution policy of the Company may be accessed to web-link at https://www.wpil.co.in/ investor-services.php
The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on, 28th July,2023 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.
Pursuant to finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at the prescribed rates as per the Income Tax Act, 1961.
The Board of Directors proposes to transfer Rs.50 Crores to the General Reserve. An amount of Rs.380 Crores is proposed to be retained in the General Reserve Account.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to âInvestor Education and Protection Fundâ (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2014-15 of Rs. 2,10,734/- has been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule 6 of the âInvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendment Rules, 2017, 77,250 Ordinary shares in respect of which dividend remained unpaid/unclaimed for seven consecutive years had been transferred by the Company to the Demat Account of IEPF Authority so far through Depositories by following the procedures prescribed by Ministry of Corporate Affairs. However, out of such total Equity shares transferred, 885 Equity shares were released to claimants so far by Investor Education and Protection Fund Authority.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management discussion and analysis report for the year under review is appended below:
The company is focused on providing Flow solutions - from supply of Engineered pumps to turnkey project execution. The range of engineered pumps from 5kw to 30000kw caters to Industrial, municipal and Irrigation sectors of the economy. The Turnkey project division executes large water management contracts in the water supply sector - Urban and rural, Industrial and Irrigation sectors.
Rising inflation and correspondingly rising global interest rates have started affecting the global economy which is now slowing down global infrastructural projects. In parallel the process of energy transition towards a net zero world affects investments in the traditional energy sources coal and hydrocarbons.
The conflict between Russia and Ukraine and geo political tensions in some geographies continues to impact economies across the globe. The conflict has resulted in increase of energy prices, inflation and supply chain disruption globally, the impacts of which were witnessed in India as well. Slowly but steadily this conflict is also affecting global trade as globalization initiatives are giving way to bilateral/multilateral trade blocs.
In the above backdrop, India stands out with a strong resilient economy and large public infrastructural investments. Major investments in the Jal Jeevan Mission have gained traction and the initiative has been extended to the urban sector with AMRUT 2. With this improvement of Economic scenario during the year, there has been an increase in investments across various sectors of the economy and new opportunities are emerging in in capital goods sector. Both public and private capital investment in the core sector is expected to drive consistent all-round economic growth more particularly improving capacity utilization and investments in the manufacturing sector.
C. OPERATIONAL REVIEW DOMESTIC OPERATIONS
Domestic revenues for 2022-23 were 1002cr against 529cr in the previous year. Profit after tax jumped to 143cr from 63.87cr in the previous year. This good performance was supported by strong revenue traction in the turnkey project division and stabilizing commodity prices which allowed margin improvement.
The turnkey project division had a good year with strong execution across all its projects and commissioning of older projects. Major projects were multi village schemes at Guna and Vaidhan in Madhya Pradesh, Urban water supply schemes in Uluberia and Budge Budge in West Bengal and Irrigation schemes in Telangana. With a strong order book this growth in revenues should continue.
The Product division operations were mixed with growth in the Assembled to order segment based on water supply and industrial demand and lower order intake at the Engineered to order segment due to sluggishness in the irrigation sector.
The Product division operations are divided into two main segments.
â Assembled to order pumps (ATO) which are manufactured to suit installations and typically serve industry and municipal sectors
â Engineered to order pumps (ETO) which are designed and manufactured for special applications and typically serve large flow requirements in the irrigation and power sector.
The ATO segment continued its growth trajectory with strong demand for its expanding product range primarily in the municipal sector with major thrust on sewage and drainage pumps. Industry especially OIL&GAS downstream utility applications were another growth area.
The ETO segment performance remained subdued with lower order intake from both the irrigation and power sector. However, profitability was supported by strong export and aftermarket sales.
Outlook for the business remains strong with good product expansion and improvement in enquiry pipeline combined with growth in its export markets.
The turnkey project division performance was excellent with revenues more than doubling with improved execution across all project sites. The order book was strengthened by large contracts from JJM schemes in Madhya Pradesh and provides good revenue visibility over the medium term.
The thrust remains on execution as the company continues to strengthen its teams and infrastructure to support the growth. In parallel, improvements in construction planning and methodology along with focus on design capabilities helps improve margins and execution quality.
The company commissioned two important schemes in the irrigation sector which demonstrates its capability, large 30MW pump turbines at Package 20 of Kaleswaram Lift Irrigation scheme and pressurized irrigation scheme at Chambal, Madhya Pradesh in fully auto mode.
The International operations of the company had a great year with revenues of 794cr against 664cr in the previous year. The performance across all businesses was strong with growth in revenues and profitability.
Investments in Finder and United Pumps Australia and the oil & gas sector did well with growing order books and good aftermarket business. Another growth driver were infrastructure projects in the Middle East and North Africa region for water and irrigation.
The nuclear business of Rutschi was positively impacted by the restart of new nuclear reactors in Europe with France taking the lead and the European Commission declaring nuclear as a Green Energy. A large number of reactors are proposed over the medium term and this creates good potential for the business. The company is reviewing this new opportunity and planning for the future as large investments in infrastructure and manpower will be needed to cater to this expected demand.
The performance of Gruppo Aturia was again impressive with revenues improving to 640cr from 540 cr in the previous year and EBITDA expanding to 120cr from 112cr in the previous year.
The growth in revenues were from large water transmission and treatment projects in Iraq and Thailand. The outlook for the MENA region remains strong and should be an area for good growth. The business has invested heavily in manufacturing test capability to cater to this demand. We have multiple test facilities with 4MW capability in Italy. This along with industry leading product design augurs well for its dominance in this segment.
The performance of Rutschi remained strong with continued traction in both aftermarket and special projects. The progress on new reactors is moving at a fast pace and should boost revenues in 12/18 monthsâ time.
The performance of our subsidiary Ape Pumps South Africa remained strong with jump in revenues and profitability and good order intake. We expect an increase in new contracts with the Govt. focus on both the power and water sector.
Sterling Pumps and United Pumps had a good year with increase in revenues and order intake. The companies start the year with record order books and are focused on achieving their potential this fiscal.
WPIL Thailand had a record year with revenues close to 100cr and this performance is set to increase going forward with expected focus on water post the elections.
Clyde Pump India Ltd. had a subdued year as certain large value dispatches were deferred to the next fiscal. With a growing export order book, the company looks to grow this fiscal.
The Company being one of the leaders in the Flow solutions industry foresees good growth in both domestic and international operations with improved outlook across businesses. All divisions are well equipped to deal with their growing order book and provide good quality and delivery of products to continue to enhance market share. The Company feels it has achieved a good balance between domestic and international businesses on one hand and Products and Projects on the other hand to become a supplier of choice in the flow solutions business.
E. OPPORTUNITIES, THREATS, RISKS AND CONCERNS
The Current geo-political situation all over the world is very disturbing. The on-going geo-political developments have impacted the sentiments of all the economies worldwide. The Russia-Ukraine war has impacted adversely on the development of global economies. The entire global economies are experiencing the effect of slower growth and faster inflation, due to this geo-political distress. At this stage the real challenge lies to sustain the existing level of activities seamlessly and grow further. This makes it imperative for the Company to prepare for volatility in its global markets and the strategy remains to build core competencies across products and services in its focus areas and continue to diversify across geographies in the flow solutions sector. The Company is actively leveraging technology and penetrating new market segments to maintain its growth, market leadership and continued success.
Dus to rapid urbanization and emerging recognition of the importance of water and due to scarcity its availability creates a big opportunity for your company to cater to end to end water solution in India and globally to provide improved living standards as per United nations guidelines.
The biggest concern remains geo political risks especially with the breakdown of global trade and the replacement of globalization with muti literalism. This will keep feeding inflationary cycles and affecting demand. The company is constantly reviewing its policies to protect against such risks.
F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate system of internal control through the process of operational internal audit and the same is conducted by an external professional audit firm, which independently reviews and strengthens the control measures. Internal Audit of all operational units was carried out during the year under report as per the scope approved by the Audit Committee of Directors. The internal audit teams regularly brief the management and the Audit Committee on their findings and also recommend steps to be taken with regard to deviations, if any. Internal Audit Reports are regularly submitted for perusal of Senior Management to initiate appropriate action as required.
G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.
The People process is at the heart of Companyâs successful story. The Company lays significant importance for all round developments of its Human Resources with special emphasis to train the employees at all levels to enhance their effectiveness in their contribution to the overall performance of the Company through skill up-gradation, knowledge improvement and attitudinal change. These enable the employees at all levels to cope with the competitive environment through which the Company is passing at present and to achieve the desired corporate objective.
The industrial relations climate in the Company continued to remain harmonious and cordial. The Company has a vibrant atmosphere and able to face challenges of economic downturn with fortitude. Various welfare measures and recreational activities are also being continued side-by side of production to maintain such relations.
The Company had 491 employees on the roll (excluding manpower on contractual basis) at the end of the year under review as against 439 (excluding manpower on contractual basis) of previous year.
H. SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS.
With the remarkable increase in revenue and improvement in EBITDA margin during the year compared to previous year, there have been significant changes of certain key ratios during the year comprising Debt service coverage ratio, Inventory turnover ratio, Trade Receivable turnover ratio, Return on capital employed, Return on Equity Ratio, and Trade payable turnover ratio as against last year. The reasons of variances of these ratios have been explained in Note to 59(v) of Financial statements. The information is intended pursuant to the requirements of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.
The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.
Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchange wherein the Companyâs shares is listed and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.
A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Securities and Exchange Board of India (SEBI) has made it imperative for top 1000 listed entities to prepare and present to stakeholders a Business Responsibility & Sustainability Report (BRSR). Accordingly, a BRSR has been prepared by the Company as per the suggested format of SEBI which is given in Annexure- D, forms a part of this report. The Business Responsibility Policy of the Company may be accessed to Companyâs website at https://www.wpil.co.in/investor-services.php
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;
(ii) the Directors had 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 the financial year and of the profit or loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Prakash Agarwal (DIN 00249468) retires by rotation and being eligible, offer himself for re-appointment.
The Members of the Company at their Sixty Fourth Annual General Meeting held on 14th August, 2018 appointed Mr. Anjan Dasgupta (DIN: 08064739) as an Independent Director of the Company for a period of five years from the conclusion of Sixty Fourth Annual General Meeting to the conclusion of Sixty Ninth Annual General Meeting of the Company. In terms of provisions of Section 149(10), read with Regulation 25(2A) of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, an Independent Director may be re-appointed for second consecutive term of five years on approval of Shareholders through special resolution subject to the provisions of 152 of the Companies Act, 2013. A notice in writing, under Section 160 of the Companies Act, 2013 has been received from a member of the Company signifying his intention to propose re-appointment of Mr. Anjan Dasgupta as Independent Director for second consecutive term of five years from the conclusion of Sixty Ninth Annual General Meeting of the Company. During the financial year, Mr. Prakash Agarwal (DIN 00249468) was re-appointed as Managing Director and Mr. K.K.Ganeriwala (DIN 00408722) was re-appointed as an Executive Director both for a period of three years commencing from 1st November, 2022 with such remuneration as recommended by the Nomination and Remuneration Committee and subject to the approval of Members of the Company. Further Mr. Ashok Kumar Pradhan (DIN 07748272) was appointed as additional Independent Director effective from 31st October,2022 as recommended by the Nomination
and Remuneration Committee and subject to the approval of Members for a period of five years. Mr. Brahma Prakash Khare (DIN 02288814) was appointed as an Executive Director (Operations) for a period of three years commencing from 1st March, 2023 with such remuneration as recommended by the Nomination and Remuneration Committee and subject to the approval of Members of the Company. During the year, Mrs. Ritu Agarwal (DIN 00006509) resigned as a Director from the Board.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in sub section (6) of Section 149 of the Companies Act ,2013 read with Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended by SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors of the Board.
In terms of Section 150 read with Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
POLICY FOR DIRECTORSâ APPOINTMENT
The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverges Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a director can be accessed to its website at https://www.wpil.co.in/ investor-services.php
POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESâ
The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.
1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at https: //www.wpil.co.in/investor-services.php
Pursuant to the requirements of Section 139 of the Companies Act, 2013, and pursuant to the approval of Members at the Sixty Sixth Annual General Meeting, Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration
No. 302113E) had been appointed as Statutory Auditors, of Company for a term of five years to hold the office from the conclusion of 66th Annual General Meeting till the conclusion of 71st Annual General Meeting, As such no resolution to this effect has been proposed in the notice convening the forthcoming Sixty Ninth Annual General Meeting of the Members of the Company.
The Auditorâs Report forming the part of this Annual Report is free from any qualifications, reservations or disclaimers.
COMPANIIES (ACCOUNTS) RULES, 2014
Information under section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this Report.
The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year2022-23 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 which accompanies this report.
Shares of the Company can only be traded in dematerialized form. You have the option to hold the Companyâs shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 99.75% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2023.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per Indian Accounting Standards (IND-AS) 27 issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities income, profits and other details of the Company and its group of entities as a single entity.
The performance and financial position those of its Subsidiaries and Joint Venture Companies considered in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Companyâs subsidiaries/ joint ventures in form AOC-1 The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2022-2023 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs. In terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, financial statements of subsidiaries have been placed at https: //www.wpil.co.in/investor-services.php
M/s. D. Radhakrishnan & Co., Cost Accountants (Firm Registration Number 000018) was appointed as the Cost Auditor of the Company for the financial year 2022-23 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules,2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the members for ratification at the ensuing Annual General Meeting.
A copy of Annual Return of the Company for the financial year ended 31st March, 2022 in Form MGT-7 has been placed on the website of the Company at https: //www.wpil.co.in/investor-services.php. The Annual Return of the Company for the financial year 2023 would be updated on the same link within the stipulated time.
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met four times during the Financial Year from 1st April 2022 to 31st March, 2023. The dates on which the Meetings were held are 20th May, 2022, 4th August, 2022,31st October, 2022, and 9th February, 2023.
According to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.
The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2022-23. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2023 are attached in Annexure- E which forms a part of this report.
Contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on armâs length basis but consist of both in the ordinary course of business and otherwise. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting. All the transactions which were on armâs length basis but not in the ordinary course of business were / approved / ratified by the Board on quarterly basis on the recommendation of Audit Committee.
No contract/arrangement with any related party could be considered material in accordance with the Company policy on âMateriality of Related Policy Transactionsâ or which required reporting in Form No. AOC-2 as per Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013, as amended from time to time, was entered into during the year. There were no materially significant transactions entered into by the Company that could have potential conflict with the interest of the Company at large.
The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php.
The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirement of IND-AS 24 in Note 46 to the financial Statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been a socially responsible corporate and its core values defines the way it operates and create value with the larger society. The companyâs four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behaving responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centres around four thematic areas- Education, Health & Hygiene, Safe Drinking water and women empowerment. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of three Directors, one of whom is Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F. Some of the CSR projects/ initiative taken up/sustained during the year include distribution of spectacles, arrangement for cataract operations, distribution of books and stationeries for poor students at school run by NGO at Kolkata, and Uttar Kashi, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Purulia & 24 Parganas, arrangement to supply safe drinking water at eight villages at Jungle Mahal, in the district of West Midnapur with the aid of Solar Energy from deep tube well through overhead storage tanks with five dispensing points. Further two hand pump deep tube wells were installed respectively in two villages at 24 Parganas south These ten water supply projects installed at ten villages taken together have catered to the drinking water requirement on a daily basis of approximately 8650 villagers. Towards the end of the financial year, some CSR initiatives organized and scheduled to be initiated, could not be undertaken by the Company due to time constraints. However, CSR spending of the Company improved over the years and grew by 52.67% over previous year. The Company would further improve its CSR spending in the next year. The CSR Policy as approved by the Board may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Companyâs website at https: //www.wpil.co.in/investor-services.php. During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.
The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mr. S.N.Roy and Mr. K .K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Companyâs wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, financial, Credit, Market, Liquidity, Investment, Property, legal, Regulatory, Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.
The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.
The Company has introduced several improvements to integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.
The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure - G. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial personnel) Rules,2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms a part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection in electronic form up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may send an e-mail to the Company Secretary at uchakravarty@wpil.co.in and same will be furnished on request. The said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), are furnished in Annexure I. However, information as to the requirements under 5(2) (ii) & (iii) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.
Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.
The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.
The Board evaluated performance of its committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience and skill, effectiveness of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issue and concerns raised by the Members of the Board etc. The evaluation of Independent Directors had been undertaken by the entire Board of Directors except Independent Directors who was subject to evaluation. The evaluation of Independent Directors was primarily focused on performance of Director together with fulfillment of Criteria of Independence as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended by SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018.
The Independent Directors at their separate meeting evaluated the performance of Board as a whole, and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.
In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has dedicated a separate page for Investors Services in its Website at https: //www.wpil.co.in/investor-services.php.This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.
None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. Further the company has complied with all applicable secretarial standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of revised version of secretarial standards SS-1 effective from 1st October, 2017 issued by The Institute of Company Secretaries of India.
The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2023.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulator or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide and promote a safe healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.
The Company has laid down policy on prevention, prohibition and redressal of Sexual harassment of women in the work place in line with the provisions of the Sexual harassment of the women at work place (Prevention, Prohibition and Redressal) Act, 2013. This Policy of the Company may be accessed to Companyâs website at https://www.wpil.co.in/ investor-services.php
MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial Position of the Company, which has occurred during the financial year to which these financial statements relate and date of this report.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013. Therefore no further disclosures are required under Section 134(3)(ca) of the Companies Act, 2013.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES.
In terms of circular SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018 and pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors, is of opinion that the Company does not deal with products which requires it to enter into forward contract to hedge against price fluctuation that may end up in a substantial loss.
The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. The Ministry of Corporate Affair through its General Circular No 12/2022 dated 28.12.2022,2/2022 dated 05,05.2022 read with General Circular No. 20/2020 dated 05,05.2020, General Circular No. 02/2021 dated 13.01 2021, General Circular No. 19/2021 dated 08.12.2021 and General Circular No. 21/ 2021 dated 14.12.2021, has prescribed that financial statements (including Board Report, Auditors Report and other documents required to be attached therewith), shall be sent only by e-mail to the Members. Further, Securities and Exchange Board of India, has extended relaxation till 30th September, 2023 from applicability of Regulation 36(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires sending hard copy of Annual Report containing the salient features of all the documents prescribed in section 136 of the Companies Act,2013 to the shareholders who have not registered their email addresses. Accordingly, those members have not yet registered their email ID with the Registrar and Transfer Agent of the Company or their depository participants may do the same forthwith in accordance with procedure mentioned in the notice convening Sixty Ninth Annual General Meeting for receiving Annual Report and other communications in electronic form and participation in e-voting. Further SEBI vide its circular no. SEBI/ HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated Bank Details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Members are requested to ensure compliances of these requirements
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Ministry of Corporate Affairs through gazette notification dated 24th March, 2021 had prescribed certain disclosures to be made by the Company in its Board Report as to particulars of application filed during the year under Insolvency and Bankruptcy Code, 2016 including status of cases pending at the end of the year which are provided in annexure-H
LARGE CORPORATE DISCLOSURE FOR FUND RAISING THROUGH DEBT SECURTIES
As on 31st March, 2023, your Company did not have any long-term borrowing. As a result of the same, your Company does not meet the criteria specified by SEBI for large corporates for fund raising through debt securities.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
ONE-TIME SETTLEMENT WITH THE BANKS AND FINANCIAL INSTITUTIONS
No one-time settlement with Banks or Financial Institutions were entered into during the year.
Statement in the management discussion and analysis and Directorsâ Report describing the Companyâs strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though the Company believes expectations reflected in such forward-looking statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on the forward-looking statements.
ANNEXURES FORMING PART OF THIS REPORT
|
Annexure |
Particulars |
|
A |
Conservation of energy, technology absorption, foreign exchange earning and outgo. |
|
B |
Report on Corporate Governance |
|
C |
Secretarial Audit Report |
|
D |
Business Responsibility and sustainability Report |
|
E |
Particulars of Loans, Guarantees and Investments under 186 of the Act |
|
F |
Report on Corporate Social Responsibility (CSR) activities. |
|
G |
Particulars of Employees and Related Disclosures |
|
H |
Status of cases under IBC 2016 pending as on 31.03.2023. |
|
I |
Disclosures of remuneration and other particulars as prescribed under the provisions of Section 197 of the Companies Act, 2013 |
The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.
Mar 31, 2018
The Directors of the Company have the pleasure in presenting their 64th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS (STANDALONE)
|
2017-18 |
2016-17 |
|
|
(Rs. in Lacs) |
(Rs. in Lacs) |
|
|
Total Income |
44367.79 |
29615.91 |
|
Profit before interest, Depreciation and Taxation |
8115.13 |
4318.44 |
|
Interest |
724.01 |
1118.04 |
|
Depreciation |
275.00 |
305.94 |
|
Profit before Taxation |
7116.12 |
2894.46 |
|
Provision for Taxation |
2360.47 |
866.57 |
|
Profit for the year |
4755.65 |
2027.89 |
|
Other Comprehensive Income (Net) |
(23.96) |
(0.07) |
|
Total Comprehensive Income for the year |
4731.69 |
2027.82 |
|
Balance brought from previous year |
3321.44 |
3028.73 |
|
Profit available for appropriation |
8053.13 |
5056.55 |
|
Transfer to General Reserve |
3000.00 |
1500.00 |
|
Final Dividend with Tax on Dividend |
235.11 |
235.11 |
|
Balance available in surplus account in Balance sheet |
4818.02 |
3321.44 |
Your Company has adopted Indian Accounting Standard (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2016. Accordingly, these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.
The detailed information in this regard is furnished in Note 2 to the financial statements for the year ended 31st March, 2018.
OPERATIONS
Your Company returned to the growth path in 2017-18 with standalone revenues increasing to 443.68 crores against 296.16 crores in 2016-17 and higher profitability amidst slow economic activities partially due to GST roll out from second quarter of the year and slowing private investments. Similarly, standalone profit after tax was 47.56 crores against 20.28 crores in 2016-17. The Company has achieved major landmarks in designing and supplying large critical pumps using improved technologies. Your company remains committed to focus on growth strategies and organizational architectures to aggressively drive growth and increase profitability across all its business verticals. The Annual results for the financial year 2017-18 demonstrates your Companyâs ability to identify, nurture and accelerate growth opportunities. With the strong order book, increased availability of infrastructural resources and access to global markets, the Company stands committed to strengthen its position in the market by providing greater value for its Customers and other stakeholders.
The consolidated revenues of the Company also registered growth at Rs. 869.33 Crores for the year ended 31st March, 2018 as against Rs.723.06 crores in the previous year. This is commendable despite the closure of the UK operations. This was largely supported by good performance at Gruppo Aturia and inline performance at WPIL South Africa and Sterling Australia.
Series of measures initiated during the year comprising productivity improvement, aggressive market share acquisition and expansion of products range within existing business is expected to lead to further growth in the market share, performance and profitability of your Company. This is supported by a strong order book.
DIVIDEND
After considering the performance of the year, cash flow, increased share capital and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of Four rupees per share for the year ended 31st March, 2018.
The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 7th August, 2018 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.
TRANSFER TO RESERVE
The Board of Directors proposes to transfer Rs. 30.00 Crores to the General Reserve. An amount of Rs. 141.55 crores is proposed to be retained in the General Reserve Account.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to âInvestor Education and Protection Fundâ (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2009-10 of Rs. 1,99,702/- had been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule, 6 of the âInvestor Education and Protection Fund Authorityâ (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendment Rules, 2017, 55,393 Ordinary Shares in respect of which dividend remained unpaid/unclaimed for seven consecutive years or more had been transferred by the Company to the Demat Account of IEPF Authority through Depositories by following the procedures prescribed by Ministry of Corporate Affairs.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.
Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchanges wherein the Companyâs shares are listed and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.
A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;
(ii) the Directors had 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 the financial year and of the profit or loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on going concern basis;
(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr.V.N.Agarwal and Mrs Ritu Agarwal retire by rotation and being eligible, offer themselves for re-appointment. Pursuant to the provisions of section 161 of the Companies Act, 2013, read with the provisions of Article 123 of the Articles of the Company and provisions of section 149 of the Companies Act, 2013, and also in terms of the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 3rd February, 2018, appointed Mr. Anjan Dasgupta as Additional Director of the Company to hold office up to the date of next Annual General Meeting of the Company or last date on which the Annual General Meeting should have held whichever is earlier. A notice in writing, under Section 160 of the Companies Act, 2013 has been received from a member of the Company signifying his intention to propose Mr. Anjan Das Gupta as a candidate for the office of the Independent Director. The Brief resume of the Directors seeking appointment/re-appointments in the forthcoming Annual General Meeting in pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is annexed to the Notice convening Sixty Fourth Annual General Meeting.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in subsection (6) of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 and the 16(1) (b) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
POLICY FOR DIRECTORSâ APPOINTMENT
The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverge Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a Director can be accessed to its website at www.wpil.co.in
POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESâ
The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.
1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.
2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at www.wpil.co.in
AUDITORS
Pursuant to the requirements of Section 139 of the Companies Act, 2013 and pursuant to the approval of Members at the Sixty Third Annual General Meeting, relating to appointment of Messers. S.R.Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E7E300005) as Statutory Auditors, of Company to hold the office from the conclusion of 63rd Annual General Meeting till the conclusion of 68th Annual General Meeting, it was necessary for the members to ratify such appointment at each intervening Annual General Meeting till the conclusion of 68th Annual General Meeting. The above requirement to ratify the appointment of Statutory Auditor at each intervening Annual General Meeting as dealt with in proviso to sub rule 7 of the Companies (Audit and Auditors) Rules,2014, has been done away with by Companies Act, (Amendment) 2017 read with Companies (Audit and Auditors) Amendment Rules,2018 which came into force with effect from 7th May, 2018. However, a resolution to this effect has been proposed in the notice convening 64th Annual General Meeting to confirm the appointment of Messers. S.R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E/E300005) as Statutory Auditors, of the Company for the rest of their tenure without any ratification in the Annual General Meeting.
COMPANIIES (ACCOUNTS) RULES, 2014
Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this report.
CODE OF CONDUCT
The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year 2017-18 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 which accompanies this report.
DEMATERIALIZATION OF SHARES
The Companyâs shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the Companyâs shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 98.24% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2018.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per Indian Accounting Standards (IND-AS) 27 issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities, income, profits and other details of the Company and its group of entities as a single entity.
The performance and financial position those of its Subsidiaries and Joint Venture Companies included in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Companyâs subsidiaries/ joint ventures in form AOC-1 The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2017-2018 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs.
COST AUDIT
The Company had appointed M/s. D.Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules , 2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the Members for ratification at the ensuing Annual General Meeting.
EXTRACTS OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act, 2013, extract of the Annual Return prepared in form MGT-9 pursuant to Rule, 12 of the Companies (Management and Administration Rules), 2014 as amended from time to time are furnished in Annexure-D which forms a part of this report.
NUMBER OF BOARD MEETINGS HELD :
The Board of Directors duly met five times during the Financial Year from 1st April, 2017 to 31st March, 2018. The dates on which the Meetings were held are 30th May, 2017, 14th July,2017, 13th September, 2017, 12th December,2017 and 3rd February, 2018.
SECRETARIAL AUDIT
According to the provisions of Section 204 of the Companies Act, 2013, read with Rule, 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.
The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2017-18. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.
PARTICULARS OF LOAN,GUARANTEE OR INVESTMENTS
Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2018 are attached in Annexure- E which forms a part of this report.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on armâs length basis and in the ordinary course of business. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015as amended from time to time, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting.
There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial personnel or other designated persons which could conflict with the interest of the Company as a whole and as such, disclosure in form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.
The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Companyâs website www.wpil.co.in
The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirements of IND-AS 24 in Note 41 to the financial Statements
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been a socially responsible corporate and its core value defines the way it operates and create value with the larger society. The companyâs four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behave responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centers around four thematic areas- Education, Health & Hygiene, Safe Drinking water and Woman Empowerment. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of Five Directors, two of whom are Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F and form a part of this report. Some of the CSR projects/initiative took up/sustained during the year include providing medical services through organizing medical camps, distribution of spectacles, arrangement of Cataract surgery through renowned organization, setting up of free medical clinic including supply of medicines at free of cost over the year, distribution of books, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Kolkata, Purulia and Uttar Kashi, Setting up water vending machines to provide supply of safe drinking water, arrangement of conference held for Woman empowerment though NGO. Some CSR initiatives and projects planned during the year could not be taken up for several reasons. The CSR Policy as approved by the Board may be accessed to Companyâs website at www.wpil.co.in
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Companyâs website at www.wpil.co.in . During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.
RISK MANAGEMENT
The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mr. S.N. Roy and Mr. K . K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Companyâs wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, Financial, Credit, Market, Liquidity, Investment, Property, Legal, Regulatory Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.
The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.
The Company has introduced several improvements to Integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure - G which form a part of this report. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection by the Shareholders at the registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the registered office of the Company and same will be furnished on request and said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), (ii) & (iii) & 5(3) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.
The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.
The Board evaluated performance of its Committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience, skill and effectiveness of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issue and concerns raised by the Members of the Board etc.
The Independent Directors at their separate meeting evaluated the performance of Board as a whole, performance of the Chairman and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the Meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.
INVESTOR SERVICES
In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company has dedicated a separate page for Investors Services in its website at www.wpil.co.in . This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.
STATUTORY DISCLOSURES
None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 as amended from time to time. Further the company has complied with all applicable Secretarial Standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of Revised version of Secretarial Standards SS-1 effective from 1st October, 2017 issued by The Institute of Company Secretaries of India.
PUBLIC DEPOSITS
The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2018.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.
MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial position of the Company, which has occurred between the financial year to which these financial statements relate and date of this report.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.
GREEN INITIATIVE
The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report and other communications in electronic form. Further of late SEBI vide its circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated bank details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Ministry of Corporate Affair through its various circulars issued from time to time directed the Company to obtain information from shareholders as to Email Id, PAN and phone No. A separate communication to these effects will be sent to the shareholders shortly.
DISCLAIMER
Statements in the management discussion and analysis and Directorsâ Report describing the Companyâs strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though Company believes expectations reflected in such forward looking statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on the forward looking statements.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and cooperation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.
For and on behalf of Board of Directors
P. AGARWAL Managing Director
DIN 00249468
Place : Kolkata K. K. GANERIWALA Executive Director
Date : 30th May, 2018 DIN 00408722
Mar 31, 2014
The Directors of the Company have the pleasure in presenting their 60th
Annual Report on the business and operations of the Company for the
financial year ended 31st March 2014.
FINANCIAL HIGHLIGHTS (STANDALONE)
2013-14 2012-13
(Rs. in Lacs) (Rs. in Lacs)
Total Income 27099.94 26946.00
Profit before interest,
Depreciation and Taxation 3942.09 3901.26
Interest 1315.08 977.64
Depreciation 214.62 204.56
Profit before Taxation 2412.39 2719.06
Provision for Taxation 694.94 844.06
Profit after Taxation 1717.45 1875.00
Balance brought from previous year 2522.59 2369.86
Profit available for appropriation 4240.04 4271.86
Transfer to General Reserve 1500.00 1562.85
Proposed Dividend with Tax on Dividend 159.51 186.42
Balance available in surplus account
in Balance sheet 2580.53 2522.59
OPERATIONS
The operations of the Company were again consistent in the face of poor
external environment. It was quite creditable to maintain revenues and
bottom line in a situation with severe deterioration in infrastructural
and industrial environment coupled with liquidity crunch and high
interest rates. The Company retained focus on margins even at the
expense of growth. It is also commendable that the performance has been
consistent across all divisions of the Company establishing maturity in
operations. The Company has been constantly moving up the value-chain
with a focus on delivering superior quality products and services in
India and abroad. The Company re-committed its strategies and
organisational architecture to aggressively drive and maintain
profitability across all business verticals. The Operational Results
demonstrate Company''s ability to identify, nurture and sustain growth
opportunities resulting a strong platform for future growth. Market
expansion, infrastructural resources, technical capabilities and domain
expertise acquired over several years continues to be the growth engine
of the Company. The Company has created a reliable and well-known brand
which has immensely contributed to the continuance of consistent growth
over the past few years.
While the Company is strongly positioned in its traditional area of
manufacturing sophisticated pumps, spares and turnkey execution of
water handling projects, its capabilities have strengthened
significantly. As a result the Company today serves markets that are
much larger than ever before. The Company unique ability in providing
innovative technology has resulted in becoming a market leader in it''s
carefully business segments in India and a major player in
international markets for its outstanding business performance. The
Company has been able to leverage cutting-edge technology through its
in-house Research and Development. This has paid rich dividends and
resulted in increased business, improving the Company''s position
further, in the markets its serves. The Company is in a position of
remarkable strength, in the select high growth verticals-irrigation,
power, Oil & Gas and industrial sectors. The Company with a view to
further strengthen its business and offerings continues to be in the
lookout acquiring companies, key technologies and assets of reputed
companies.
DIVIDEND
After considering the performance for the year, cash flow and necessity
to augment its working capital to sustain the growth of activities in
the coming year, the Directors of the Company are pleased to recommend
dividend of two rupees per share forthe year ended31st March 2014.
The Dividend, if approved at the forthcoming Annual General Meeting,
will be paid to those shareholders whose names are registered at the
close of the business on 19th July 2014 or to their mandates subject
however, to the provisions of Section 126 of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate
Government through attaining a highest level of transparency,
professionalism, accountability and integrity in its functioning and
conduct of business with due respect to laws and regulations of the
land..
Necessary measures have been adopted to comply with the requirements of
the Listing Agreements with Stock Exchanges wherein the Company''s
shares are listed. Aseparate report on Corporate Governance adopted by
the Company, which is given in Annexure- B, forms part of this report.
A certificate from the Auditors of the Company regarding the compliance
of the conditions of Corporate Governance is attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 217 (2AA) of the Companies Act,
1956, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
(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 the financial year and of the profit or
loss of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance of the
provisions of the Act 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 going concern
basis; and
(v) Both, the Managing Director and Executive Director have furnished
the necessary certification to the Board on these financial statements
as required under the Clause 49 of the Listing Agreement(s) with the
Stock Exchanges where the equity shares of the Company are listed.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act
2013, Mr.V.N.Agarwal retires by rotation and, being eligible, offers
himself for re-appointment.
AUDITORS
Messers. V.Singhi & Associates, Chartered Accountants retire as
Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Audit Committee of
Directors recommended the re- appointment of Messers. V.Singhi &
Associates, Chartered Accountants as Statutory Auditors to hold office
from the conclusion of the ensuing Annual General Meeting till the
conclusion of next Annual General Meeting. Messers. V.Singhi &
Associates, Chartered Accountants confirmed their eligibility and
willingness to continue to act as Statutory Auditors of the Company for
the financial year 2014-15, if re-appointed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
Information under section 217( 1) (e) of the Companies Act, 1956 read
with the Companies (Disclosures of particulars in the report of Board
of Directors) Rules, 1988 relating to Conservation of Energy,
Technology Absorption and Foreign Exchange earnings and outgo so far as
is applicable to the company are furnished in Annexure-A which forms a
part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Acts,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, is not being furnished since there was no employee during the
year who was in the receipt of remuneration exceedingthe prescribed
limit.
CODEOFCONDUCT
The Company has formulated Code of Conduct in compliance to the
requirements of Clause 49 of the Listing Agreements with Stock
Exchanges, This code of conduct applies to Board members and Senior
Management personnel of the Company. Confirmations towards adherence to
the code during the Financial year 2013-14 have been obtained from all
Board members and Senior Management personnel in terms of the
requirements of Clause 49 of the Listing Agreement and a declaration
relating to compliance to this code during the year under review by all
Board members and Senior management personnel has been given by the
Managing Director of the Company which accompanies this report.
DEMATERIALIZATION OF SHARES
The company''s shares are under transfer-cum-demat option. Shares of the
Company can only be traded in dematerialized form. You have the option
to hold the company''s shares in demat form through National Securities
Depository Limited (NSDL) or Central Depository Services (India)
Limited (CDSL). 97.07% of the total equity share capital of the Company
was held in dematerialized form with NSDL and CDSL as on 31st March
2014.
FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company along with those
of its subsidiaries and joint Venture Companies prepared as per
Accounting Standards AS-21 and AS-27 issued by the Institute of
Chartered Accountants of India form a part of the Annual Report.
Pursuant to General Circular No. 2/2011 dated 8th February, 2011, the
Ministry of Corporate Affairs has provided an exemption from complying
with the section 212 of the Companies Acts, 1956, provided such Company
publishes the audited consolidated financial statements in the Annual
Report. Accordingly, Annual Report 2013-2014does not contain financial
statements of the subsidiaries.
COST AUDIT
The Company had appointed M/s. D.Radhakrishnan & Co.,Cost Accountants
as the Cost Auditors of the Company for the financial year 2012-13
under Section 233(B) of the Companies Act, 1956 to conduct Cost Audit
relating Cost records maintained by the Company under section 209(1)
(d) of the Companies Act, 1956. The Cost Auditor had filled the Cost
Audit Report on 27.09.2013 against due date on 30.09.2013.
INVESTOR SERVICES
In compliance to the requirements of newly inserted Clause 54 of the
Listing Agreements with Stock Exchanges, the Company has dedicated a
separate page for Investors Services in its Website www.wpil.co.in .
This page contains prescribed particulars for the information of
Investors. The Company would keep on updating these particulars as and
when necessary.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted
appreciation for the unstinted support and co-operation received from
the Central Government, various State Governments and Government
undertakings, Banks, financial Institutions, Customers and Shareholders
during the year under review. The Directors also wish to place on
record their appreciation for the service rendered by the employees at
all levels in the Company and for their valuable contributions towards
the performance of the Company.
Place : Kolkata PAGARWAL Managing Director
Date : 21st May, 2014 K. K. GANERTWALA Executive Director
Mar 31, 2013
The Directors of the Company have the pleasure in presenting their 59th
Annual Report on the business and operations of the Company for the
financial year ended 31st March 2013.
FINANCIAL HIGHLIGHTS (STANDALONE)
2012-13 2011-12
(Rs. in Lacs) (Rs. in Lacs)
Total Income 26946.00 30302.63
Profit before interest,
Depreciation and Taxation 3901.26 3949.95
Interest 977.64 788.66
Depreciation 204.56 197.49
Profit before Taxation 2719.06 2963.80
Provision for Taxation 844.06 979.06
Profit after Taxation 1875.00 1984.74
Balance brought from previous year 2396.86 2097.31
Profit available for appropriation 4271.86 4082.05
Transfer to General Reserve 1562.85 1500.00
Proposed Dividend with Tax on Dividend 186.42 185.19
Balance available in surplus
account in Balance sheet 2522.59 2396.86
OPERATIONS
The operational activities of the Company continues to be consistent
and balanced during the year under review amidst slow economic
activities and down trend of domestic business environment. The
turnover registered marginal drop compared to last year due to
conscientious monitoring and withholding of dispatch to certain
customers for delay in execution and clearing dues following liquidity
tightness. The major focus is to build up new business domestically and
internationally and thereby increase inherent strength within the
sphere of its traditional area of business in manufacturing pumps and
spares and providing pumping system to its domain markets of power,
irrigation, municipal and Industries. The recent acquisition of Mody
Pumps will allow the Company to have an access in the field of
dewatering sewage submersible which will further strengthen its product
offering in the market place. With its ever increasing capabilities,
including strong track record, cutting-edge technologies, world class
partner and tremendous domain expertise, the Company is very well
positioned today to manufacture and offer large pumps with superior
technologies that meets the global standard. Further with the
acquisition of technology from globally reputed Company, strong order
book, and increased availability of infrastructural resources, the
Company stands committed to lay emphasis to enhance its market shares
and further strengthen its offerings on conscious monitoring on both
quality and cost front.
The decline in profit over the last year is primarily attributable to
the drop in turnover due to deterioration of domestic business
environment for capital goods combined with credit crisis which
necessitated imposition of restriction on supplies and increase in
other items of cost.
DIVIDEND
After considering the performance for the year, cash flow, erosion of
General Reserve for the performance of the past and necessity to
augment its working capital to sustain the growth of activities in the
coming year, the Directors of the Company are pleased to recommend
dividend of two rupees per share for the year ended 31st March 2013.
The Dividend, if approved at the forthcoming Annual General Meeting,
will be paid to those shareholders whose names are registered at the
close of the business on 25th July 2013 or to their mandates subject
however, to the provisions of Section 206A of the Companies Act, 1956.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate
Government through attaining a highest level of transparency,
professionalism, accountability and integrity in its functioning and
conduct of business with due respect to laws and regulations of the
land.
Necessary measures have been adopted to comply with the requirements of
the Listing Agreement with Stock Exchanges wherein the Company''s shares
are listed. A separate report on Corporate Governance adopted by the
Company, which is given in Annexure- B, forms part of this report.
A certificate from the Auditors of the Company regarding the compliance
of the conditions of Corporate Governance is attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
(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 the financial year and of the profit or
loss of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance of the
provisions of the Act 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 going concern
basis; and
(v) Both, the Managing Director and Executive Director have furnished
the necessary certifications to the Board on these financial statements
as required under the Clause 49 of the Listing Agreement(s) with the
Stock Exchanges where the equity shares of the Company are listed.
DIRECTORS
In accordance with the provisions of the Company''s Article of
Association Mr. V.N.Agarwal and Mr. Binaya Kapoor retire by rotation
and, being eligible, offer themselves for re-appointment.
AUDITORS
Messers. V.Singhi & Associates, Chartered Accountants retire as
Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Audit Committee of
Directors recommended the re- appointment of Messers. V.Singhi &
Associates, Chartered Accountants as Statutory Auditors to hold office
from the conclusion of the ensuing Annual General Meeting till the
conclusion of next Annual General Meeting. Messers. V.Singhi &
Associates, Chartered Accountants confirmed their eligibility and
willingness to continue to act as Statutory Auditors of the Company for
the financial year 2013-14, if re-appointed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988.
Information under section 217(1)(e) of the Companies Act, 1956, read
with the Companies(Disclosures of particulars in the report of Board of
Directors) Rules, 1988 relating to Conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo so far as is
applicable to the company are furnished in Annexure-A which forms a
part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Acts,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, is not being furnished since there was no employee during the
year who was in the receipt of remuneration exceeding the prescribed
limit.
CODE OF CONDUCT
The Company has formulated Code of Conduct in compliance to the
requirements of Clause 49 of the Listing Agreements with Stock
Exchanges, This code of conduct applies to Board members and Senior
Management personnel of the Company. Confirmations towards adherence to
the code during the Financial year 2012-13 have been obtained from all
Board members and Senior Management personnel in terms of the
requirements of Clause 49 of the Listing Agreement and a declaration
relating to compliance to this code during the year under review by all
Board members and Senior management personnel has been given by the
Managing Director of the Company which accompanies this report.
DEMATERIALIZATION OF SHARES
The company''s shares are under transfer-cum-demat option. Shares of the
Company can only be traded in dematerialized form. You have the option
to hold the company''s shares in demat form through National Securities
Depository Limited (NSDL) or Central Depository Services (India)
Limited (CDSL). 96.65% of the total equity share capital of the Company
was held in dematerialized form with NSDL and CDSL as on 31st March
2013.
FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company along with those
of its subsidiaries and joint Venture Companies prepared as per
Accounting Standards AS-21 and AS-27 issued by the Institute of
Chartered Accountants of India form a part of the Annual Report.
Pursuant to General Circular No. 2/2011 dated 8th February, 2011, the
Ministry of Corporate Affairs has provided an exemption from complying
with the section 212 of the Companies Act, 1956, provided such Company
publishes the audited consolidated financial statements in the Annual
Report. Accordingly, Annual Report 2012-13 does not contain financial
statements of the subsidiaries.
COST AUDIT
The Company had appointed M/s. D.Radhakrishnan & Co.,Cost Accountants
as the Cost Auditors of the Company for the financial year 2011-12
under Section 233(B) of the Companies Act, 1956, to conduct Cost Audit
relating to cost records maintained by the Company under section 209(1)
(d) of the Companies Act, 1956. The Cost Auditor had filled the Cost
Audit Report on 04.01.2013 against due date on 28.02.2013.
INVESTOR SERVICES
In compliance to the requirements of newly inserted Clause 54 of the
Listing Agreement with Stock Exchanges, the Company has dedicated a
separate page for Investors Services in its Website www.wpil.co.in.
This page contains prescribed particulars for the information of
Investors. The Company keeps on updating these particulars as and when
necessary.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted
appreciation for the unstinted support and co- operation received from
the Central Government, various State Governments and Government
undertakings, Banks, financial Institutions, Customers and Shareholders
during the year under review. The Directors also wish to place on
record their appreciation for the service rendered by the employees at
all levels in the Company and for their valuable contributions towards
the performance of the Company.
P. AGARWAL
Managing Director
Place : Kolkata
Date : 13th May, 2013 K. K. GANERIWALA
Executive Director
Mar 31, 2012
The Directors of the Company have the pleasure in presenting their 58th
Annual Report on the business and operations of the Company for the
financial year ended 31st March 2012.
FINANCIAL HIGHLIGHTS
2011-12 2010-11
(Rs. in Lacs) (Rs. in Lacs)
Total Income 30302.63 21983.37
Profit before interest, Depreciation
and Taxation 3949.95 2907.59
Interest 788.66 428.80
Depreciation 197.49 170.59
Profit before Taxation 2963.80 2308.20
Provision for Taxation 979.06 734.88
Profit after Taxation 1984.74 1573.32
Balance brought from previous year 2097.31 1709.18
(including excess
provision of tax on Dividend written
back for F.Y.2010-11)
Profit available for appropriation 4082.05 3282.50
Transfer to General Reserve 1500.00 1000.00
Proposed Dividend with Tax on Dividend 185.19 185.81
Balance Carried forward to Balance Sheet 2396.86 2096.69
OPERATIONS
The Company crossed the milestone of Rs.300 crores in revenue and
achieved higher profitability in the financial year 2011-12 with the
overall improvement of its operational activities. The growth of
operational activities of the Company continues to be consistent and
balanced during the year under review amidst slow economic activities
and downtrend of domestic business environment. The Company remains
strongly positioned in its traditional areas of business in
manufacturing of pumps and providing pumping systems to its target
markets of Power, Industry, Municipal and Irrigation and simultaneously
build new business domestically and internationally. The Company has
achieved major landmarks in designing and supplying large critical
pumps using different technologies such as duplex pumps for sea water
applications, concrete volute pumps and water turbines. With the strong
order book, increased availability of infrastructural resources and
access to new global markets, the Company stands committed to continue
its growth and strengthen its position in the market by providing
greater value for its shareholders. The Company's global
acquisitions, partnerships and collaborations have helped the Company
to develop a comprehensive understanding of international geography,
evolving technologies and move up the value chain and become a premium
supplier of choice.
The standalone revenue of the Company registered steady growth and was
Rs.3006.60 Millions for the year ended 31st March, 2012 as against Rs.
2194.86 Millions in the previous year signifying a growth of 36.98%.
The standalone net profit after tax for the year ended 31st March,2012
was at Rs. 198.47 Millions as against Rs. 157.33 Millions in the
previous accounting year reflecting a increase of 26.15%. Earnings per
share grew by 26.13 % to Rs 24.91 from Rs.19.75 of last year. This
growth in profits is a result of execution of orders with higher value
addition primarily from project division in Irrigation and Power
sectors and due to capacity expansions previously undertaken. The
Company intends to further consolidate its market presence and increase
its market share on the back of clear marketing strategies and enhanced
manufacturing capacities.
DIVIDEND
After considering the performance for the year, cash flow, erosion of
General Reserve for the performance of the past and necessity to
augment its working capital to sustain the growth of activities in the
coming year, the Directors of the Company are pleased to recommend
dividend of two rupees per share for the year ended 31st March, 2012.
The Dividend, if approved at the forthcoming Annual General Meeting,
will be paid to those shareholders whose names are registered at the
close of the business on 6th August, 2012 or to their mandates subject
however, to the provisions of Section 206A of the Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by the Clause 49 of the Listing Agreement with Stock
Exchanges, the Management discussion and analysis report during the
year under review is appended below:-
A. BUSINESS
The Company is engaged in the business of water handling - from supply
of pumps to turnkey project execution. This includes supply of pumps
of various types to the power sector / irrigation sector / water supply
sector and industrial sector. Besides this, the Company provides
turnkey execution for water handling projects in all the above sectors
by leveraging its tremendous engineering capability and vast experience
in the above fields.
B. BUSINESS ENVIRONMENT
Year 2011-12 was a tough year dominated by Euro crisis and its effect
on economies all over the world including India. Globally there was
less risk appetite and the pressure of financial tightness. In India,
along with the global environment, we faced complete policy paralysis at
both the political and bureaucratic levels. This was caused by series
of scams and revelations which eroded the decision making process. As
our Company deals with the Governments in both the Municipal and
Irrigation sectors, a large number of decisions were pending leading to
a shortage of orders in the market. Furthermore, the power sector which
had been robust till 2010-11 was plagued by coal supply issues on one
end and deteriorating financial health of State Electricity Boards on
the other end. The cumulative effects of these lead to less
availability of orders. However, the Company's strength and product
superiority allowed it to achieve a rapid growth in 2011-12 and provide
a strong order book for 2012-13. The Company is enhancing its
International business to counter this situation and expects exports to
double in the present financial year. Furthermore, the Company is
focused on de-risking its business by growing its exports to 25% and
gaining substantial portion to its consolidated revenue from its
international business.
C. OPERATIONAL REVIEW
The operational performance of the Company was commendable in line with
its budget with all 3 divisions achieving large growth in revenues. The
strong order book and previous investments in infrastructure allowed
the Company to achieve these targets. Most of the sales were achieved
through the Power and Irrigation sectors wherein large number of pumps
were supplied to NTPC, State Electricity Boards and private producers.
The Company continues to have a strong order book to support its
growth.
Engineered Pump Division
This division achieved strong growth in its revenues based on the
supply of large engineered pumps / concrete volute pumps/water turbines
to the Power and Irrigation sector. The division has established itself
as a vendor of choice for critical applications and should see
constantly increasing revenues. The division is supplementing its
Kolkata facilities with a new facility at Nagpur which would be
commissioned by June, 2013. This facility would greatly enhance its
capacity and increase its test capability in line with the largest in
the world.
Standard Pump Division
This division achieved nearly 50% growth in its revenues with greatly
enhanced throughput. Most of these supplies were for the Power and
Industrial sector where again the Division is slowly becoming a
dominant player. Large investments previously made have allowed this
growth in numbers. The extremely strong order book augurs to a
continued robust growth in both numbers and revenues.
Importantly the foundry at the division has been expanded with the
addition of new induction furnaces and the expansion when complete will
have increased capacity by 50% while reducing pollution emission levels
by 80%. Infrastructure Division
The division performed extremely well with a 50% jump in revenues and
good progress on all project sites. The strong team dealt with this
growth extremely well and brought most of the projects to completion.
Large scale piping works and civil construction was undertaken
successfully by the division at its sites. The division has gained
hugely in capability and is a strong contender in this segment of the
business. Most of the sales were for Power and Irrigation sector.
WPIL International Business
The various International businesses of the Company are a major
strength and de-risks the business from domestic vagaries. The Company,
through its International subsidiary, WPIL International, has made
acquisitions globally. The Company found good opportunity to enhance
its technical competence, expand its product range and grow its global
footprint by acquiring the prestigious business in United Kingdom and
Australia.
Mathers Foundry in United Kingdom is the 200 year old Company with
cutting edge technology supplying castings to the pump industry for
nuclear and oil & gas. The business of this Company would add greatly
to WPIL's competency as a pump supplier besides providing a source of
supplier of high end castings with nuclear and Norsok approvals. The
business has stabilized and is looking very prospective for the future.
Sterling Pumps, Australia is a strong player in Australian oil & gas
industry besides supplying to other sectors. Our holding in this
Company brings great benefits and allowing its supplies to off-shore
platforms of SHELL, CAIRNS and CHEVRON. Furthermore, WPIL's access to
markets in Australia is very encouraging for its export business.
WPIL Thailand : Our Thai joint venture established a strong footing in
the Thai industry and irrigation sector and should enhance Company's
exports. The joint venture has started off on a strong footing and
should grow more in the coming years.
D. FUTURE OUTLOOK
The Company, being one of the leaders in pump industry has tremendous
potential for further growth both in domestic and international
operations. The Company has outlined the growth plan of all the
aforesaid divisions to cater to the growing need for its products and
services. All divisions are evidencing good order backlog which should
translate into higher sales and increased profitability in the future.
With the creation of new market in the international sphere and
improvement of existing market share of its product and service, the
Company is expected to post higher revenue in the coming year amidst
decelerated market trend. However the Company is consciously honing its
marketing strategies with focus to enhance global print which will
supplement its domestic operations.
E. OPPORTUNITIES AND THREAT, RISK AND CONCERNS.
WPIL has strengthened itself with necessary manufacturing
infrastructure and financial health to be a very strong Company in its
sector. Its products have a technical edge in the market and are the
preferred choice of its customers.
Along with this its support services and team of competent, qualified
and experienced personnel command great respect in the market place. A
combination of such strong qualities should help to maintain its growth
in the recent past.
The biggest concern are the volatile raw material prices and impact of
surging inflation on the other item of inputs.
This increase in commodity prices combined with uncertain availability
threaten to affect dispatches and profitability.
F. INTERNAL CONTROL SYSTEM
The Company has a well-structured Internal Control Mechanism and the
same is monitored by the Internal Audit conducted by external
professional audit firm, which independently reviews and strengthens
the control measures.
The internal audit teams regularly briefs the management and the Audit
Committee on their findings and also recommends the steps to be taken
with regard to deviations if any.
G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.
The Company lays significant importance for all round developments of
its Human Resources with special emphasis to train the employees at all
levels to enhance their effectiveness in their contribution to the
overall performance of the Company through skill up-gradation,
knowledge improvement and attitudinal change. These enable the
employees at all levels to cope with the competitive environment
through which the Company is passing at present and to achieve the
desired corporate objective.
The industrial relations climate in the Company continued to remain
harmonious and cordial. The Company has a vibrant atmosphere and able
to face challenges of economic downturn with fortitude. Various welfare
measures and recreational activities are also being continued
side-by-side of production to maintain such relations.
The Company had 430 employees on the roll at the end of the year under
review as against 421 last year.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate
Government through attaining a highest level of transparency,
professionalism, accountability and integrity in its functioning and
conduct of business with due respect to laws and regulations of the
land.
Necessary measures have been adopted to comply with the requirements of
the Listing Agreements with Stock Exchanges wherein the Company's
shares are listed. A separate report on Corporate Governance adopted by
the Company, which is given in Annexure- B, forms part of this report.
A certificate from the Auditors of the Company regarding the compliance
of the conditions of Corporate Governance is attached to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
(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 the financial year and of the profit or
loss of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance of the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the Annual Accounts ongoing concern
basis; and
(v) Both, the Managing Director and General Manager (Finance) and
Company Secretary have furnished the necessary certification to the
Board on these financial statements as required under the Clause 49 of
the Listing Agreement(s) with the Stock Exchanges where the equity
shares of the Company are listed.
DIRECTORS
In accordance with the provisions of the Company's Article of
Association Mr. Samarendra Nath Roy and Mr. Shyamal Mitra retire by
rotation and being eligible, offer themselves for re-appointment.
AUDITORS
Messers. V.Singhi & Associates, Chartered Accountants retire as
Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Audit Committee of
Directors recommended the re-appointment of Messers. V.Singhi &
Associates, Chartered Accountants as Statutory Auditors to hold office
from the conclusion of the ensuing Annual General Meeting till the
conclusion of next Annual General Meeting. Messers. V.Singhi &
Associates, Chartered Accountants confirmed their eligibility and
willingness to continue to act as Statutory Auditors of the Company for
the financial year 2012-13, if re-appointed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988-
Information under section 217(l)(e) of the Companies Act, 1956 read
with the Companies(Disclosures of particulars in the report of Board of
Directors) Rules, 1988 relating to Conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo so far as is
applicable to the company are furnished in Annexure-A which forms a
part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Acts,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, is not being furnished since there was no employee during the
year who was in the receipt of remuneration exceeding the prescribed
limit.
CODE OF CONDUCT
The Company has formulated Code of Conduct in compliance to the
requirements of Clause 49 of the Listing Agreements with Stock
Exchanges. This code of conduct applies to Board members and Senior
Management personnel of the Company. Confirmations towards adherence to
the code during the Financial year 2011-12 have been obtained from all
Board members and Senior Management personnel in terms of the
requirements of Clause 49 of the Listing Agreement and a declaration
relating to compliance to this code during the year under review by all
Board members ' and Senior Management personnel has been given by the
Managing Director of the Company which accompanies this report.
DEMATERIALIZATION OF SHARES
The company's shares are under transfer-cum-demat option. Shares of
the Company can only be traded in dematerialized form. You have the
option to hold the company's shares in demat form through National
Securities Depository Limited (NSDL) or Central Depository Services
(India) Limited (CDSL). 96.51 % of the total equity share capital of
the Company was held in dematerialized form with NSDL and CDSL as on
31st March, 2012.
FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company along with those
of its subsidiaries and joint Venture Companies prepared as per
Accounting Standards AS-21 and AS-27 issued by the Institute of
Chartered Accountants of India form a part of the Annual Report.
Pursuantto General Circular No. 2/2011 dated 8th February, 2011, the
Ministry of Corporate Affairs has provided an exemption from complying
with the section 212 of the Companies Act, 1956, provided such Company
publishes the audited consolidated financial statements in the Annual
Report. Accordingly, Annual Report 2011-12 does not contain financial
statements of the subsidiaries.
COST AUDIT
The Company had appointed M/s. D.Radhakrishnan & Co.,Cost Accountants
as the Cost Auditors of the Company for the financial year 2010-11
under Section 233(B) of the Companies Act, 1956 to conduct Cost Audit
relating to Cost records maintained by the Company under section 209(1)
(d) of the Companies Act, 1956. The Cost Auditor had filled the Cost
Audit Report on 27.09.2011 against due date on 30.09.2011.
INVESTOR SERVICES
In compliance to the requirements of newly inserted Clause 54 of the
Listing Agreements with Stock Exchanges, the Company has dedicated a
separate page for Investors Services in its Website www.wpil.co.in .
This page contains prescribed particulars for the information of
Investors. The Company would keep on updating these particulars as and
when necessary.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted
appreciation for the unstinted support and co-operation received from
the Central Government, various State Governments and Government
undertakings, Banks, Financial Institutions, Customers and Shareholders
during the year under review. The Directors also wish to place on
record their appreciation for the service rendered by the employees at
all levels in the Company and for their valuable contributions towards
the performance of the Company.
Place : Kolkata P.AGARWAL Managing Director
Date : 23rd June, 2012 K. K. GANERIWALA Executive Director
Mar 31, 2011
The Directors of the Company have the pleasure in presenting their 57th
Annual Report on the business and operations of the Company for the
financial year ended 31st March, 2011.
FINANCIAL HIGHLIGHTS
2010-11 2009-10
(Rs. in Lacs) (Rs. in Lacs)
Total Income 22531.48 21721.44
Profit before interest, Depreciation
and Taxation 2907.59 2536.42
Interest 428.80 355.58
Depreciation 170.59 143.07
Profit before Taxation 2308.20 2037.77
Provision for Taxation 734.88 701.08
Profit after Taxation 1573.32 1336.69
Balance brought from previous year 1709.18 1058.91
Profit available for appropriation 3282.50 2395.60
Transferto General Reserve 1000.00 500.00
Proposed Dividend with Tax on Dividend 185.81 186.42
Balance Carried forward to Balance Sheet 2096.69 1709.18
OPERATIONS
The momentum of growth of operational activities of the Company
continues unabated amidst difficult business environment and slow
economic revival. The turnover posted was marginally higher over last
year with good improvement in margin and profitability. The Company is
primarily focused to strengthen its business with a clear strategy to
lay emphasis on core competence and brand value. With a strong order
book, increased availability of infrastructural resources, superior
technology with domain expertise and improvement of value offering on
both quality and cost fronts, the company stands committed to enhance
its market share and deliver even greater value to all its
stakeholders. Besides, the Company is consciously honing its marketing
strategies with a focus to deliver on time more quality product to its
customers in a bid to strengthen its brand value.
Total revenues of the Company for the year 2010-11 was Rs. 22531.48
lacs against Rs. 21721.44 lacs for the previous year ended March, 31,
2010. The Net profit after tax taxation was Rs. 1573.32 lacs as against
Rs.1336.69 lacs in the previous year signifying a moderate growth of
17.70%. Earning per share grew by 17.70 % to Rs 19.75 from Rs. 16.78 of
last year. This growth in profits is a result of execution of order
with higher value addition from project division in Irrigation and
Power sectors due to capacity expansions previously undertaken. The
Company intends to further consolidate its market presence and increase
its market share on the back of clear marketing strategies and enhanced
manufacturing capacities.
DIVIDEND
After considering the performance for the year, cash flow, erosion of
General Reserve for the performance of the past and necessity to
augment its working capital to sustain the growth of activities in the
coming year, the Directors of the Company are pleased to recommend
dividend of two rupees per share for the year ended 31st March, 2011.
The Dividend, if approved at the forthcoming Annual General Meeting,
will be paid to those shareholders whose names are registered at the
close of the business on 28th July, 2011 or to their mandates subject
however, to the provisions of Section 206A of the Companies Act, 1956.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate
Government through attaining a highest level of transparency,
professionalism, accountability and integrity in its functioning and
conduct of business with due respect to laws and regulations of the
land.
Necessary measures have been adopted to comply with the requirements of
the Listing Agreements with Stock Exchanges wherein the Companys
shares are listed. A separate report on Corporate Governance adopted by
the Company, which is given in Annexure - B, forms part of this report.
A certificate from the Auditors of the Company regarding the compliance
of the conditions of Corporate Governance is attached to this report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
(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 the financial year and of the profit or
loss of the Company for that period;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance of the
provisions of the Act 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 going concern
basis; and
(v) both, the Managing Director and General Manager (Finance) and
Company Secretary have furnished the necessary certification to the
Board on these financial statements as required underthe Clause 49 of
the Listing Agreement(s) with the Stock Exchanges where the equity
shares of the Company are listed.
DIRECTORS
In accordance with the provisions of the Companys Article of
Association, Mr. V.N.Agarwal and Mr. Binaya Kapoor retire by rotation
and, being eligible, offer themselves for re-appointment.
AUDITORS
Messers. V.Singhi & Associates, Chartered Accountants retire as
Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Audit Committee of
Directors recommended the re-appointment of Messers. V.Singhi &
Associates, Chartered Accountants as Statutory Auditors to hold office
from the conclusion of the ensuing Annual General Meeting till the
conclusion of next Annual General Meeting. Messers. V.Singhi &
Associates, Chartered Accountants confirmed their eligibility and
willingness to continue to act as Statutory Auditors of the Company for
the financial year 2011-12, if re-appointed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Information under section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosures of particulars in the report of Board
of Directors) Rules, 1988 relating to Conservation of Energy,
Technology Absorption and Foreign Exchange earnings and outgo so far as
is applicable to the company are furnished in Annexure-A which forms a
part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Acts,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, is not being furnished since there was no employee during the
year who was in the receipt of remuneration exceeding the prescribed
limit.
CODE OF CONDUCT
The Company has formulated Code of Conduct in compliance to the
requirements of Clause 49 of the Listing Agreements with Stock
Exchanges. This code of conduct applies to Board members and Senior
Management personnel of the Company. Confirmations towards adherence to
the code during the Financial year 2010-11 have been obtained from all
Board members and Senior Management personnel in terms of the
requirements of Clause 49 of the Listing Agreement and a declaration
relating to compliance to this code during the year under review by all
Board members and Senior management personnel has been given by the
Executive Director of the Company which accompanies this report.
DEMATERIALIZATION OF SHARES
The companys shares are under transfer-cum-demat option. Shares of the
Company can only be traded in dematerialized form. You have the option
to hold the companys shares in demat form through National Securities
Depository Limited (NSDL) or Central Depository Services (India)
Limited (CDSL). 96.40% of the total equity share capital of the Company
was held in dematerialized form with NSDL and CDSL as on 31st March,
2011.
AUTHENTICATION OF BALANCE SHEET AND PROFIT AND LOSS ACCOUNT.
The year-end Balance Sheet and Profit & Loss Account of the Company
could not be signed by the Managing Director as he was in abroad on the
date of the Board Meeting in which the accounts of the Company were
approved. The Board of Directors at their Meeting held on 17th May,
2011 authorised Mr.V.N. Agrarwal, Director and Mr. K.K. Ganeriwala,
Executive Director, to sign the year-end accounts of the Company on
behalf of the Board.
COST AUDIT
The Company had appointed M/s. D. Radhakrishnan & Co.,Cost Accountants
as the Cost Auditors of the Company for the financial year 2009-10
under Section 233(B) of the Companies Act, 1956 to conduct Cost Audit
relating Cost records maintained by the Company under section 209(l)(d)
of the Companies Act, 1956. The Cost Auditor had filled the Cost Audit
Report on 28.09.2010 against due date on 30.09.2010.
INVESTOR SERVICES
In compliance to the requirements of newly inserted Clause 54 of the
Listing Agreements with Stock Exchanges, the Company has dedicated a
separate page for Investors Services in its Website www.wpil.co.in.
This page contains prescribed particulars for the information of
Investors. The Company would keep on updating these particulars as and
when necessary.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted
appreciation forthe unstintedsupportand co-operation received from the
Central Government, various State Governments and Government
undertakings, Banks, financial Institutions, Customers and Shareholders
during the year under review. The Directors also wish to place on
record their appreciation for the service rendered by the employees at
all levels in the Company and for their valuable contributions towards
the performance of the Company.
V.N.AGARWAL Director
Place : Kolkata
Date 17th May 2011 KK. GANERIWALA Executive Director
Mar 31, 2010
The Directors of the Company have the pleasure in presenting their 56th
Annual Report on the business and operations of the Company for the
financial year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
2009-10 2008-09
(Rs. in Lacs) (Rs. in Lacs)
Total Income 21721.44 16606.99
Profit before Interest, Depreciation and
Taxation 2536.42 1731.19
Interest 355.58 411.79
Depreciation 143.07 115.67
Profit before Taxation 2037.77 1203.73
Provision for Taxation 701.08 375.85
Profit after Taxation 1336.69 827.8S
Balance brought from previous year 1058.91 524.24
Profit available for appropriation 2395.60 1352.12
Transfer to General Reserve 500.00 200.00
Proposed Dividend with Tax on Dividend 186.42 93.21
Balance Carried forward to Balance Sheet 1709.18 1058.91
OPERATIONS
The Company crossed the milestone of Rs. 200 Crores in revenue and
achieved higher profitability in the Financial year 2009-10. The growth
continues to be balanced across the 3 divisions with the Project
Division making the largest improvement. Furthermore, continued strong
order booking assures future growth for the Companys business. Focus
on enhancing infrastructure requirement is paying dividends in the form
of enhanced production allowing the Company to further improve
deliveries. The vertical integration of the Company into a solution
provider provides both interesting opportunities and value added
services.
The Company is primarily focused to strengthen its business and move up
the value chain, thereby delivering enhanced value to its customers and
other stakeholders. The Company was able to achieve above remarkable
growth even amidst difficult environment, giving its confidence to show
better results as the economic revival gathers momentum. With the
economic outlook turning positive and further emphasis laid by the
Government on expansion of power and irrigation sector, the Company
will be better placed to deliver even greater value to all its
stakeholders. The Company is consciously honing its marketing
strategies with a focus to deliver on time more quality product to its
customers in a bid to strengthen its brand value.
Total revenues of the Company for the year 2009-10 was 21721.44 lacs
representing a growth of 30.80% (Rs. 16606.99 lacs for the previous
year ended March, 31, 2009). The Net profit after tax taxation was Rs.
1336.69 lacs as against Rs. 827.88 lacs in the previous year signifying
a robust growth of 61.46%. Earning per share grew by 61.50% to Rs.
16.78 from Rs. 10.39 of last year. This growth in sales and profits is
a result of greater volumes achieved due to capacity
expansions previously undertaken. This growth is also due to enhanced
market penetration in the Irrigation and Industrial sector along with
the growth of the Project division. The Company intends to further
consolidate its market presence and increase its market share on the
back of clear marketing strategies and enhanced manufacturing
capacities. It is to be noted that considerable capital investment has
been made this year to create these capacities.
DIVIDEND
After considering the performance for the year, cash flow, erosion of
General Reserve for the performance of the past and necessity to
augment its working capital to sustain the growth of activities in the
coming year, the Directors of the Company are pleased to recommend
dividend of two rupees per share for the year ended 31st March, 2010.
The Dividend, if approved at the forthcoming Annual General Meeting,
will be paid to those shareholders whose names are registered at the
close of the business on 23rd July, 2010 or to their mandates subject
however, to the provisions of Section 206A of the Companies Act, 1956.
CORPORATE GOVERNANCE
The Company has always followed the principles of good Corporate
Governance through attaining a highest level of transparency,
professionalism, accountability and integrity in its functioning and
conduct of business with due respect to laws and regulations of the
land.
Necessary measures have been adopted to comply with the requirements of
the Listing Agreement with Stock Exchanges wherein the Companys shares
are listed. A separate report on Corporate Governance adopted by the
Company, which is given in Annexure-C. forms part of this report.
A certificate from the Auditors of the Company regarding the compliance
of the conditions of Corporate Governance is attached to this report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the requirements of Section 217(2AA) of the Companies Act,
1956, the Directors confirm that;
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
(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 the financial year and of the profit or
loss of the Company for that period;
(iii) The Directors have taken proper and sufficient care 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 Directors have prepared the Annual Accounts on going concern
basis; and
(v) Both, the Managing Director and General Manager (Finance) and
Company Secretary have furnished the necessary certification to the
Board on these financial statements as required under the Clause 49 of
the Listing Agreement(s) with the Stock Exchanges where the equity
shares of the Company are listed.
DIRECTORS
In accordance with the provisions of the Companys Articles of
Association Mr. S. N. Roy and Mr. Shyamal Mitra retire by rotation and,
being eligible, offer themselves for re-appointment.
AUDITORS
Messers. V. Singhi & Associates, Chartered Accountants retire as
Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Audit Committee of
Directors recommended the re- appointment of Messers. V. Singhi &
Associates, Chartered Accountants as Statutory Auditors to hold office
from the conclusion of the ensuing Annual General Meeting till the
conclusion of next Annual General Meeting. Messers. V. Singhi &
Associates, Chartered Accountants confirmed their eligibility and
willingness to continue to act as Statutory Auditors of the Company for
the financial year 2010-11, if re-appointed.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Information under Section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosures of particulars in the report of Board
of Directors) Rules, 1988 relating to Conservation of Energy,
Technology Absorption and Foreign
Exchange Earnings and Outgo so far as is applicable to the company are
furnished in Annexure-A which forms a part of this Report.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Acts.
1956 read with the Companies (Particulars of Employees) Rules, 1975. as
amended, are furnished in Annexure-B which forms a part of this Report.
CODE OFCONDUCT
The Company has formulated Code of Conduct in compliance to the
requirements of Clause 49 of the Listing Agreements with Stock
Exchanges, This code of conduct applies to Board members and Senior
Management personnel of the Company. Confirmations towards adherence to
the code during the Financial year 2009-10 have been obtained from all
Board members and Senior Management personnel in terms of the
requirements of Clause 49 of the Listing Agreement and a declaration
relating to compliance to this code during the year under review by all
Board members and Senior Management personnel has been given by the
Managing Director of the Company which accompanies this report.
DEMATERIALIZATION OF SHARES
The Companys shares are under transfer-cum-demat option. Shares of the
Company can only be traded in dematerialized form. You have the option
to hold the Companys shares in demat form through National Securities
Depository Limited (NSDL) or Central Depository Services (India)
Limited (CDSL). 96.21% of the total equity share capital of the Company
was held in dematerialized form with NSDL and CDSL as on 31st March,
2010.
ACKNOWLEDGEMENT
The Directors take this opportunity to express their whole-hearted
appreciation for the unstinted support and co-operation received from
the Central Government, various State Governments and Government
undertakings, Banks, financial Institutions, Customers and Shareholders
during the year under review. The Directors also wish to place on
record their appreciation for the service rendered by the employees at
all levels in the Company and for their valuable contributions towards
the performance of the Company.
P.AGARWAL Managing Director
Place : Kolkata
Date : 30th April, 2010 K.K.GANER1WALA Executive Director
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