Mar 31, 2018
To,
DIRECTORSâ REPORT
The Members
Walchand PeopleFirst Limited
The Directors are pleased to present the 98th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2018.
The State of the Companyâs Affairs
1. KEY FINANCIAL HIGHLIGHTS:
Particulars For the Year ended For the Year ended |
||
31st March, 2018 |
31st March, 2017 |
|
(INR. in lakhs) |
(INR. in lakhs) |
|
Profit before interest, |
||
depreciation and taxation |
331.79 |
180.84 |
Less: Interest |
(2.51) |
(2.17) |
Less: Depreciation /Amortisation |
(46.39) |
(49.14) |
Less: Provision for Taxation |
||
- Current / earlier years |
(84.76) |
(54.57) |
Add/(Less): Deferred Tax recognized |
13.30 |
18.27 |
Net Profit |
211.44 |
93.23 |
Add/(Less) : Other Comprehensive |
||
Income (Net of tax) |
(1.23) |
(11.58) |
Add: Balance brought forward |
816.85 |
778.87 |
Amount available for |
||
Appropriation 1,027.03 |
860.54 |
|
Less : Proposed Final Dividend |
- |
(36.30) |
Less : Dividend Tax |
- |
(7.39) |
Balance carried |
||
to Balance Sheet 1,027.03 |
816.85 |
During the year under review, the Company has reported a total income of INR. 2,816.50 lakhs out of which no operating income amounts to INR 135.14 lakhs. Income from operations is INR 2,681.36 lakhs which has increased by INR 357.33 lakhs i.e. by 15% as compared to the previous year.
2. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of Business by the Company during the period under review.
3. DIVIDEND:
Your Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2018.
4. TRANSFER TO RESERVES:
The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy -
Sub-rule 3(A) of Rule 8 of the Companies (Accounts)
Rules, 2014 pertaining to the Conservation of energy is not applicable to the Company.
(B) Technology Absorption -
Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Technology Absorption is not applicable to the Company.
(C) Foreign exchange Earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:
A. Expenditure In Foreign Currency |
Financial Year ended 31.03.2018 (INR in Lakhs) |
Financial Year ended 31.03.2017 (INR in Lakhs) |
Royalty Remitted |
191.34 |
223.81 |
Others |
4.88 |
11.98 |
B. Earnings in Foreign currency Professional fees |
45.94 |
8.28 |
Others |
8.31 |
6.46 |
6. MANAGEMENT DISCUSSION AND ANALYSIS: Economic Trends:
After conceding its position as the fastest growing major economy to China for a year in 2017, India is likely to reclaim the position in 2018, with growth expected to accelerate to 7.3% in the year, according to the World Bankâs Global Economic Prospects.
The report projected Chinaâs economic growth to slow to 6.4% in 2018 from 6.8% in 2017. The World Bank also revised Indiaâs growth estimate for 2017 to 6.7% from 7% projected in October, blaming short-term disruptions caused by the newly introduced goods and services tax (GST) and a softer-than-envisioned recovery in private investment.
The global economy, meanwhile, is experiencing a broad-based cyclical upturn, which is expected to be sustained over the next couple of years, although downside risks persist. The anti-globalization push and the China-USA tariff war may spill over and have negative effects that may dampen world output. The economy has been hurt by the negative repercussions of demonetization and disruptions caused by GST.
Direct tax collections were buoyant and grew by more than 18% in the first nine months (April-December) of the fiscal year 2017-18 to two-thirds of the full-year target, which is expected to provide a breather to the government as it struggles to contain the fiscal deficit. Rising oil prices could, however prove to be a strong headwind that might upset fiscal deficit calculations.
The World Bank also said that strong private consumption and services are expected to continue to support economic activity. âPrivate investment is expected to revive as the corporate sector adjusts to the GST; infrastructure spending increases, partly to improve public services and internet connectivity; and private sector balance sheet weaknesses are mitigated with the help of the efforts of the government and the Reserve Bank of Indiaâ. Over the medium term, GST is expected to benefit economic activity and fiscal sustainability by reducing the cost of complying with multiple state tax systems, drawing informal activity into the formal sector, and expanding the tax base. The recent recapitalization package for public sector banks announced by the government of India is expected to help resolve banking sector balance sheets, support credit to the private sector, and lift investment. The global trade recovery is expected to lift exports. However, bureaucratic delays, rising unemployment, low gross fixed capital formation, and a series of bank scandals and rising Non-Performing Assets could seriously impact India''s growth trajectory. India''s agrarian crisis seems to be worsening, as evidenced in the farmer protests that are becoming a pan-Indian phenomenon. Mere loan waivers is hardly the panacea for serious structural reforms. Short-term solutions are mere temporary buffers for the rural economy which is being left behind in the Indian growth story. The consequences could leave India vulnerable to increasing income inequalities. Corporate debt liabilities and distressed assets of public sector banks, in particular, are deleterious in nature, and cause lending to diminish. Ultimately, this will impact the need for private capital. Infrastructure spending needs both public-private partnership, but this domestic bottleneck could dampen any emerging green-shoots in the economy.
Opportunities and Challenges
There is a direct correlation between private investment, economic growth and training expenditures. The fact that the Indian economy has at core experienced only modest GDP growth has meant that the soft-skills industry has not received a macroeconomic push. It has, however, benefited from sectoral buoyancy. Banking and Financial Services industry, particularly, in the light of corruption scandals and violations of prudential norms, will need to invest substantially in human resources, both the frontline and leadership personnel.
E-commerce continues to receive high private equity funding given the booming retail market in India, rising middle-class spending, increasing securitized transactions on the internet and escalating smartphone usage resulting in an App-based e-tailing.
We expect infrastructure-related sectors like cement, steel, construction etc. to be critical foundations for a sustainable boom. Albeit the real estate sector has been bearish, low-cost housing could provide the rural economy and midsized districts with the necessary boost that could result in a force multiplier.
F or the training industry to experience sizeable traction, it is imperative that the education industry flourishes. Although the statistical size is humongous which is a manifestation of its enormous potential, there are crippling challenges that need to be overcome. India holds a critical spot in the global education industry. The country has more than 1.5 million schools with over 260 million students enrolled and about 751 universities and 35,539 colleges. India has one of the largest higher education systems in the world. Around 35.7 million students were enrolled in higher education in India during 2016-17. A recent report states that India has become the second largest market for e-learning after the US. The sector is currently pegged at US$ 2 billion and is expected to reach US$ 5.7 billion by 2020.
The education sector in India is poised to witness major growth in the years to come as India will have world''s largest tertiary-age population and second largest graduate talent pipeline globally by the end of2020. The education market in India is currently valued at US$ 100 billion and is expected to nearly double to US$ 180 billion by 2020. Currently, the school segment is valued at US$ 52 billion and contributes 52 per cent to the education market in India, higher education contributes 15 per cent of the market size, text-book, e-learning and allied services contribute 28 per cent and vocational education in manufacturing and services contributes 5 per cent. Higher education system in India has undergone rapid expansion. Currently, India''s higher education system is the largest in the world enrolling over 70 million students while in less than two decades, India has managed to create additional capacity for over 40 million students. It witnesses spending of over Rs. 46,200 crore (US$ 6.93 billion).
The government of India has ambitious plans to transform India into a competitive, high growth, middle-income economy. These ambitious plans are highly dependent on the availability of jobs and the quality of the labor force. More than 12 million youth between 19 and 25 years of age are expected to enter India''s labor force every year for the next two decades. The government''s recent skill gap analysis concludes that by 2022, another 109 million or so skilled workers will be needed in the 24 keys sectors of the economy. To address the issue, skill development has emerged as a priority sector. Public-private partnerships in preparing the curriculum for training packages is encouraged. The program also seeks to set up a Corporate Social Responsibility Skills Fund to use the private sector CSR funds for skill development activities. Your Company''s India Futures division has established active partnerships with multiple Sector Skills Councils to participated significantly in this endeavor.
Outlook, Risks and Control
Overall, the outlook on India continues to be optimistic, given the untapped potential of its human capabilities, innovation, entrepreneurship and growth opportunities. Undoubtedly, modern technology which is rapidly transforming businesses will impact jobs and thus the training industry. Artificial Intelligence, drones, robotics, Big Data, 3D printing etc. are making capital-intensive sectors replace human beings with new machines. It could also lead to a long-term surge in new hires but they will require a different academic and experience curve for adaptation to emerging methods untried before. Research and Development in technology, pharmaceuticals etc. could be areas we could focus on more.
We also are bullish on the government-backed Skills Mission although the pronouncements have not matched the performance. India is headed for being the single largest provider of global talent, with one in four graduates in the world being a product of the Indian higher education system. What we need to ensure is high quality talent, not merely holders of degree certificates.
We need to be circumspect, however, given the fact that we live in an interconnected world economy. Oil prices, tariff wars, rising inflation, job crisis, low exports, languishing private capital formation and a myopic vision for the future could also result in a staggering slowdown if we do not demonstrate adaptability. Clearly, there is a long way to go.
Notwithstanding, the learning and development industry should see a stable to strong growth, given its sunrise growth phase and the fact that it is sector-agnostic. We are confident that it mitigates any serious risk to our future business in the medium-term.
Cautionary Statement
Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Companyâs objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.
Internal Control Systems
Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee/ Board of Directors of your Company.
Financial Performance
Total income achieved during the year under review is INR 2,816.50 lakhs as against INR 2,496.75 lakhs in the previous year. Income from operations of the Company has been INR 2,681.36 lakhs against INR 2,324.03 lakhs in the previous year, showing an increase of 15%. After providing for taxation of INR 84.76 lakhs and deferred tax asset of INR 13.30 lakhs, the net profit of the Company is INR 211.44 lakhs as against the profit after tax of INR 93.23 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 585.39 lakhs as compared to INR 394.46 lakhs in the previous year, and hence has increased by 48% compared to the previous year, Total EBITDA is 12% on total income as compared to 7% in last year. Total PAT is 8% as compared to 4% in last year.
Human Resources
While growth and success are the prime motto of your Company, at the same time it also realizes the importance ofits human capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefits plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. Our culture reflects our core values which reinforce respect and dignity for each individual and show work ethics for all employees. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.
7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:
The Financial Statement of the Company/ Board Report has not been revised during the financial year 2017-18 as per Section 131 of the Companies Act, 2013.
8. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2018.
9. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.
10. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.
11. BOARD MEETINGS:
The Board of Directors (herein after called as âthe Boardâ) met for four times during the Year under review:
Sr. No. |
Date of Meetings |
Venue and time of the meeting |
Directors present |
Directors to whom Leave of absence was granted |
1. |
21/04/2017 |
1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 05:15 P.M |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup 6. Mr. Rajeev Dubey |
None |
2. |
31/07/2017 |
1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 01:00 P.M |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup 6. Mr. Rajeev Dubey |
Ms. Shinjini Kumar |
3. |
06/11/2017 |
1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 04:30 P.M |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup |
Mr. Rajeev Dubey |
4. |
30/01/2018 |
1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 04:45 P.M |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup |
Mr. Rajeev Dubey |
12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key Managerial Personnel are as follows:
Sr. No. |
Name of the Director |
Particulars |
Date of Appointment/ Resignation |
1 |
Ms. Shinjini Kumar |
Appointment as an Additional Independent Director |
21.04.2017 |
2 |
Ms. Shinjini Kumar |
Regularization as an Independent Director |
31.07.2017 |
3 |
Ms. Shinjini Kumar |
Resignation as an Independent Director |
23.08.2017 |
Mr. Sanjay Jha retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting.
13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:
Pursuant to Section 149(4) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and reenactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.
In view of the above provisions, your Company has following Independent Directors:
Sr. No. |
Name of the Independent Director |
Date of appointment/ Reappointment |
Date of passing of special resolution(if any) |
1. |
Mr. M.N. Bhagwat |
30/07/2014 |
30/07/2014 |
2. |
Mr. V. K. Verma |
30/07/2014 |
30/07/2014 |
3. |
Dr. Vijay N. Gupchup |
30/07/2014 |
30/07/2014 |
4. |
Mr. Rajeev Dubey |
30/07/2014 |
30/07/2014 |
All the above Independent Directors meet the criteria of âindependenceâ prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of âindependenceâ as required under section 149(7) of the Companies Act, 2013.
14. COMMITTEES OF BOARD:
I. Nomination and Remuneration Committee:
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The Committee acts in accordance with the âTerms of Referenceâ approved and adopted by the Board from time to time.
The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
1 |
Mr. V. K. Verma |
Chairman |
2 |
Mr. Rajeev Dubey |
Member |
3 |
Mr. M. N. Bhagwat |
Member |
Remuneration Policy
- Introduction:
The Company considers human resources as its invaluable asset. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonies the aspirations of human resources consistent with the goals of the Company.
- Objective and purpose of the policy:
- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;
- To formulate the criteria for evaluation of performance of all the Independent Director and Directors on the Board;
- To devise a policy on Board diversity;
- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company''s goals and support the organization''s business strategy, operating objectives and human capital needs.
- Constitution of Nomination and Remuneration Committee: The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was changed to âNomination and Remuneration Committeeâ on 17th April, 2014. This is in line with the requirements of the Companies Act, 2013. The Board has the authority to reconstitute the Committee from time to time.
- Terms of Reference of the Nomination and Remuneration Committee:
The Nomination & Remuneration Committee is the sub - committee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time. The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows:
1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
2. To identify persons who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every Directorâs performance;
3. To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
4. To review the ongoing appropriateness and relevance of the remuneration policy;
5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
6. To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executive Directors and other senior executives and the performance targets to be used;
7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the Companyâs standard form contract for Executive Directors from time to time;
8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.
- Appointment of Directors and Key Managerial Personnel: The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation.
- Term of appointment of Directors:
a) Managing Director/ Whole-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole- time Director or Manager for a term not exceeding five years at a time. No re- appointment shall be made earlier than one year before the expiry of term.
b) Independent Directors:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boardâs Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.
- Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder including any amendments made thereon and any other applicable acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, Rules and Regulations.
- Retirement:
The Directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Directors and KMP after attaining the retirement age, for the benefit of the Company.
- Remuneration of Non-Executive Directors:
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014 (including any statutory modification or re-enactments thereof from time to time).
- Remuneration of Managing Director, CEO and Executive Director:
i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval.
ii. The remuneration, commission and increments to be paid to the Managing Director, CEO and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.
iii. At the time of appointment or re-appointment, the Managing Director, CEO and Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder.
iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.
v. The remuneration of the Managing Director, CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/commission.
vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:
a) The relationship of remuneration and performance benchmarks is clear;
b) Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
c) Responsibility required to be shouldered by the Managing Director, CEO and Executive Director and the industry benchmarks and the current trends;
vii. The Company''s performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.
- Remuneration of Key Managerial Personnel and other employees:
i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:
a) The relationship of remuneration and performance benchmark is clear;
b) Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
c) The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;
d) The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;
ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.
iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.
- Remuneration to Non-Executive / Independent Director: The Non-Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.
II. Audit Committee:
The existing âAudit Committee'' of the Company consists of four Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the âTerms of Reference'' specified by the Board in writing from time to time.
The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
1 |
Mr. M. N. Bhagwat |
Chairman |
2 |
Mr. Sanjay Jha |
Member |
3 |
Mr. V. K. Verma |
Member |
4 |
Dr. Vijay N. Gupchup |
Member |
Terms of Reference of the Audit Committee
The functions of the Audit Committee are broadly as under:
1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
3. Approval of payment to Statutory Auditors for any other services rendered by them;
4. Reviewing with the management, the annual financial statements and auditorâs report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditorâs independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
b. The vigil mechanism under sub-section (9) of section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases;
19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee;
21. The Audit Committee shall have powers, which should include the following:
a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;
b. To seek information from any employee;
c. To obtain outside legal or other professional advice;
d. To secure attendance of outsiders with relevant expertise, if it considers necessary;
22. All Related Party Transactions shall require prior approval of the Audit Committee.
Approval or any subsequent modification of transactions of the company with related parties;
23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc.), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.
III. Stakeholders Relationship Committee / Shareholders Grievance Committee:
The Committee has the mandate to review, redress shareholdersâ grievances and to approve all share transfers. The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2018 is as under:-
Sr. No. |
Name of the Director |
Designation |
1 |
Mr. V. K. Verma |
Chairman |
2 |
Mr. Sanjay Jha |
Member |
3 |
Ms. Pallavi Jha |
Member |
Mr. Vivek Wadhavkar, Senior Manager (Accounts and Finance) has been designated as the Compliance Officer. The functions of the Stakeholderâs Relationship Committee / Shareholdersâ Grievance Committee include the following:-
1. Transfer /Transmission of shares;
2. Issue of duplicate share certificates;
3. Review of shares dematerialized and all other related matters;
4. Monitors expeditious redressal of investorsâ grievances;
5. Non receipt of Annual Report and declared dividend;
6. All other matters related to shares.
IV. The Vigil Mechanism:
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companyâs code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www.walchandpeoplefirst.com).
15. QUALIFICATIONS GIVEN BY THE AUDITORS:
There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and by Secretarial Auditor, in their report.
16. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - II.
17. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on the guidelines given in schedule IV to the Companies Act, 2013.
For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating director has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of six.
Such evaluation exercise has been carried out:
(i) of Independent Directors by the Board;
(ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 31st January, 2018;
(iii) of the Board as a whole by all the Directors;
(iv) of the Committees by all the Directors;
(v) of the Chairperson of your Company by the Independent Directors in separate meeting after taking into account the views of the Executive/ Non-Executive Directors;
(vi) of the Board by itself.
Having regard to the industry, size and nature of business your company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.
The Independent Directors of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria''s for the evaluation of the Independent Directors are:
a. Attendance record;
b. Possesses sufficient skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions ;
c. Able to challenge views of others in a constructive manner;
d. Knowledge acquired with regard to the company''s business/activities;
e. Understanding of industry and global trends;
f. Any qualitative comments and suggestions for improving effectiveness.
18. AUDITORS:
M/s. K. S. Aiyar & Co., Statutory Auditors of your Company having (ICAI Firm Registration No. 100186W) were appointed at the 95th Annual General Meeting of the Company held on 31st July, 2015 for a period of 5 years i.e. from financial year 2015-2016 to 2019-2020 subject to the ratification by the Members in every Annual General Meeting.
In view of the above, the Audit Committee is requested to note the eligibility of the Statutory Auditors for ratification of their appointment at the 98th Annual General Meeting of the Company, based on the Certificate received from them confirming that their ratification will be in accordance with the limits as laid down under Section 139 of the Companies Act, 2013 and that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.
19. SECRETARIAL AUDITOR:
The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2017-2018. The Report of the Secretarial Audit is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.
20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
21. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.
22. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:
Sr. |
Name |
Subsidiary / |
Date of cession of |
No. |
of |
Joint ventures/ |
Subsidiary / |
Company |
Associate Company |
Joint ventures/ |
|
Associate Company. |
|||
N.A |
N.A. |
N.A. |
23. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICY U/S 134:
As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 100 listed entities needs to adopt Risk Management Policy. Therefore, our Company is not required to adopt Risk Management Policy.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
25. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any equity shares with differential voting rights.
26. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Report.
27. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:
There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12) of Companies Act, 2013.
28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY:
The Particulars of Loans, Guarantees and Investments as per Section 186 of Companies Act, 2013 for the year ended31.03.2018 is annexed with this report as Annexure V.
29. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT-9âExtract of the Annual Return (appended as Annexure I).
30. CORPORATE SOCIAL RESPONSIBILITY POLICY:
During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATION IN FUTURE:
There are no material or significant orders passed by the regulators or courts or tribunals impacting the going concern status and the companyâs operation in future.
32. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm that-
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) 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
f) 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.
33. ACKNOWLEDGEMENT:
Your Directors place on record their sincere gratitude for the assistance, guidance and co- operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.
For and on behalf of the Board
Ms. Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201, Sterling Heritage 39,
N S Patkar Marg, Gamdevi,
Mumbai-400007
Place: Mumbai
Date: 02nd May, 2018
Mar 31, 2017
To,
The Members
Walchand PeopleFirst Limited
The Directors are pleased to present the 97th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2017.
The State of the Companyâs Affairs
1. KEY FINANCIAL HIGHLIGHTS:
Particulars |
For the Year ended For the Year ended |
|
31st March, 2017 (INR. in lakhs) |
31st March, 2016 (INR. in lakhs) |
|
Profit before interest, |
||
depreciation and taxation |
161.49 |
412.70 |
Less: Interest |
(0.02) |
(0.05) |
Less: Depreciation/Amortization |
(49.14) |
(36.75) |
Less: Provision for Taxation - |
||
Current / earlier years |
(48.85) |
(117.88) |
Add/(Less): Deferred Tax recognized |
18.27 |
(9.92) |
Net Profit |
81.75 |
248.10 |
Add: Balance brought forward |
734.66 |
530.25 |
Amount available for appropriation |
816.41 |
778.35 |
Less : Proposed Final Dividend |
- |
(36.30) |
Less : Dividend Tax |
- |
(7.39) |
Balance carried to Balance Sheet |
816.41 |
734.66 |
During the year under review, the Company has reported a total income of INR. 2,493.87 lakhs out of which non-operating income amounts to INR 169.84 lakhs. Income from operations is INR 2,324.03 lakhs which has increased by INR 49.08 lakhs i.e. by 2% as compared to the previous year.
2. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of Business by the Company during the period under review.
3. DIVIDEND:
Your Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2017.
4. TRANSFER TO RESERVES:
The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy -
Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of energy is not applicable to the Company.
(B) Technology Absorption -
Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Technology Absorption is not applicable to the Company.
Foreign exchange Earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:
A. Expenditure In Foreign Currency |
Financial Year ended 31.03.2017 (INR in Lakhs) |
Financial Year ended 31.03.2016 (INR in Lakhs) |
Royalty Remitted |
223.81 |
186.16 |
Others |
11.98 |
8.51 |
B. Earnings in Foreign currency Professional fees |
8.28 |
14.73 |
Others |
6.46 |
4.07 |
6. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure & Developments
India''s economy is set to grow at 7.4% in the current fiscal year 2017-18 against 7.1% in the previous year, on the back of pick-up in consumption demand and higher public investment according to the Asian Development Bank In its latest Asian Development Outlook (ADO) 2017 report, ADB said while the recent gross domestic product (GDP) data for 2016-17 did not fully capture the effects of demonetization, the slowdown did reflect a continued slump in investment. âDragging on growth were excess production capacity, problems that past over investment left on corporate balance sheets, and new bank lending inhibited by too many stressed assets.â Moderately higher growth is projected as consumption picks up and government initiatives boost private investment. A continued commitment to reform-especially in the banking sector-will help India maintain its status as the world''s fastest growing major economy. The ADO expects consumption to pick up as more new bank notes are put in circulation after the shock withdrawal of high-value currencies and as planned salary and pension hike for state employees are implemented. The public sector will remain the main driver of investment as banks continue to wind down balance sheets constrained by high levels of stressed assets. Exports are forecast to grow by 6% in the coming year.
Opportunities and Challenges
The corporate training market has been one of the most fluctuating segments in the overall Education industry in India. The period of 2008-2010 saw a severe low point in the industry''s growth on account of the recession. However, good economic growth and stabilization in businesses across industry along with greater emphasis on employee training and skill development in Indian organizations have been instrumental in fueling the corporate training market for last few years. As per the India Corporate Training Outlook 2020 report by Ken Research the corporate training industry in India has seen a CAGR of 13.5% between FY 2010 to FY 2015. Global expansion of business and confrontation of domestic as well as global competition has been a major growth driver for the market.
Training programs have evolved from being just a tool for employee skill up gradation to a medium for developing strategic initiatives to streamline business goals. Corporate training has also been an important mechanism for employee retention, which is one of the biggest people priorities in the corporate sector in India.
Services sectors dominate the demand for corporate training. According to the research report, IT/ITES, BFSI and Telecom sectors account for 58% of the overall market while Manufacturing and Government account for nearly 12% and 10% respectively.
Outsourcing of training services has seen a phenomenal growth in India over the last few years, especially for behavioural training.
The market of computer training has witnessed positive technological advances with ELearning, virtual classroom and mobile learning. Yet 65% of all training is Instructor led. Completion rate and effectiveness of instructor led training is found to be 5 times higher than that of ELearning. Hence, blended learning solutions are increasingly becoming popular. Dale Carnegie is developing a stronger technological backbone for growing our blended learning solutions and mobile apps to meet this market trend. While large organizations spent most on training, a significant challenge for the market is that the small and medium sized organizations have been reluctant to spend on training and development.
Further low cost investment and lack of entry barriers has led to high fragmentation and competition in the market. However, the top 5 players account for 46.2% of the market. The demand for better training providers is increasing and companies prefer training companies that have a strong brand identity, an established sales and training capability to fulfill their needs. As such Dale Carnegie Training India is well placed and does command the dominant market share in the industry.
Apart from Dale Carnegie Training India, that addresses the Corporate Training market, your company caters to the Education, Skilling & CSR segments through its India Futures division.
To quote the Wheebox India Skills Report 2016, India has the advantage of the âdemographic dividendâ (younger population compared to the ageing population of developed countries), which can be cultivated to build a skilled workforce in the near future. The country''s population pyramid is expected to bulge across the 15-59 age groups over the next decade. This demographic advantage is predicted to last only until 2040. India therefore has a very narrow time frame to harness its demographic dividend and to overcome its skill shortages. To take advantage of the demographic dividend, which is both, the biggest opportunity and the biggest concern for the country and there is a need to change the public perception about Skilling. Even today, Skilling is perceived as the last resort meant for those who have not been able to progress in the formal academic system. This mental block has only increased the gap between what the industry requires and what is currently available. The need of the hour thus is to Synergize the efforts and resources to provide a feasible platform for vocational education and skill development.
Currently it is estimated that only 2.3% of the workforce in India has undergone formal skill training as compared to 68% in the UK, 75% in Germany, 52% in USA, 80% in Japan and 96% in South Korea.
Large sections of the educated workforce have little or no job skills, making them largely unemployable. Therefore, India must focus on scaling up skill training efforts to meet the demands of employers and drive economic growth. The Indian Government has an ambitious target for skilling 500 million people by 2022. Under the aegis of the Ministry of Skilling Development and NSDC, the Skilling initiatives are enduring several opportunities in the employability and vocational training sectors. This large goal is fueling the need for a vast training capacity where there is an acute shortage. Your company is focusing on Trainer development through credible training of trainers and certification programs. The ideal way forward is to seek partnerships that will strengthen the process of quality and access to the target segment. Towards this your company is now empaneled with various Sector Skill Councils as a provider of certified Master Trainers as well as with MSDE and NIESBUD to provide entrepreneurship development programs.
To address the CSR segment, your company is empaneled with Indian Institute of Company Affairs and is now a recognized provider of skills training and project implementation in CSR.
Outlook, Risks & Control
While the overall economic forecast is positive, the macro environment has been slow so far and the lingering impact, if any, of demonetization is yet to be seen. Further the impact of changing US regulations and geopolitical developments may have an adverse impact on some sectors like Information Technology, other services and exports. Among potential risks for the Indian economy, the ADO assesses the rapid increase in the price of oil could undermine the country''s fiscal position, stoke inflation and swell the current account deficit. ADB projected inflation to accelerate to 5.2% in 2017-18 and 5.4% in 2018-19 as the global economy recovers and commodity prices rebound. All these factors could have a bearing on the industry performance in the short term.
Given the above , for the next twelve months, the company maintains a conservative position. Nevertheless, the overall medium and long-term outlook for the Training and Skilling industry is positive. Continuous review and agility will be key to leverage any quick developments or to minimize risks, if any.
Cautionary Statement
Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Company''s objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.
Internal Control Systems
Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company.
Financial Performance
Total income achieved during the year under review is INR 2,493.87 lakhs as against INR 2,414.56 lakhs in the previous year. Income from operations of the Company has been INR 2,324.03 lakhs against INR 2,274.95 lakhs in the previous year, showing an increase of 2%. After providing for taxation of INR 48.85 lakhs and deferred tax asset of INR 18.27 lakhs, the net profit of the Company is INR 81.75 lakhs as against the profit after tax of INR 248.10 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 377.16 lakhs as compared to INR 608.75 lakhs in the previous year and hence has decreased by 38% compared to the previous year. Total EBITDA is 6% on total income as compared to 17% in last year. Total PAT is 3% as compared to 10% in last year.
Human Resources
While growth and success are the prime motto of your Company, at the same time it also realizes the importance of its intellectual capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefits plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals.
A comprehensive code of conduct has been developed for all employees which reinforces our work ethics. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.
7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:
The Financial Statement of the Company/ Board Report has not been revised during the Financial Year 2016-2017 as per Section 131 of the Companies Act, 2013.
8. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2017.
9. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.
10. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.
11. BOARD MEETINGS:
The Board of Directors (herein after called as âthe Boardâ) met for four times during the Year under review:
Sr. No. |
Date of Meetings |
Venue and time of the meeting |
Directors present |
Directors to whom Leave of absence was granted |
1. |
27.04.2016 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 05:15 P.M. |
1. Ms.Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey |
None |
2. |
28.07.2016 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 01:00 P.M. |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey |
None |
3. |
08.11.2016 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 04:30 P.M |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey |
None |
4. |
02.02.2017 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 04:45 P.M. |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M.N.Bhagwat 4. Mr. V. K.Verma 5.Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey. |
None |
12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key Managerial Personnel are as follows:
Sr. No. |
Name of the Director |
Particulars |
Date of Resignation |
N.A. |
N.A. |
N.A. |
N.A. |
Ms. Pallavi Jha retires by rotation and being eligible, offers herself for re-appointment in the ensuing Annual General Meeting.
13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:
Pursuant to Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and reenactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.
In view of the above provisions, your Company has following Independent Directors:
Sr. No. |
Name of the Independent Director |
Date of appointment/ Reappointment |
Date of passing of special resolution(if any) |
1. |
Mr. M.N.Bhagwat |
30/07/2014 |
30/07/2014 |
2. |
Mr. V. K. Verma |
30/07/2014 |
30/07/2014 |
3. |
Dr. Vijay N. Gupchup |
30/07/2014 |
30/07/2014 |
4. |
Mr. Rajeev Dubey |
30/07/2014 |
30/07/2014 |
All the above Independent Directors meet the criteria of âindependence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of âindependence'' as required under section 149(7) of the Companies Act, 2013.
14. COMMITTEES OF BOARD: I. Nomination and Remuneration Committee:
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The
Committee acts in accordance with the âTerms of Reference'' approved and adopted by the Board from time to time.
The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
1 |
Mr. V. K. Verma |
Chairman |
2 |
Mr. Rajeev Dubey |
Member |
3 |
Mr. M. N. Bhagwat |
Member |
Remuneration Policy
- Introduction:
The Company considers human resources as its invaluable assets. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonies the aspirations of human resources consistent with the goals of the Company.
- Objective and purpose of the policy:
- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Nonexecutive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;
- To formulate the criteria for evaluation of performance of all the Independent Director and Directors on the Board;
- To devise a policy on Board diversity;
- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company''s goals and support the organization''s business strategy, operating objectives and human capital needs.
- Constitution of Nomination and Remuneration Committee: The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was changed to âNomination and Remuneration Committeeâ on 17th April, 2014. This is in line with the requirements of the Companies Act, 2013. The Board has the authority to reconstitute the Committee from time to time.
- Terms of Reference of the Nomination and Remuneration Committee:
The Nomination & Remuneration Committee is the sub -committee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time. The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows:
1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
2. To identify persons who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every Director''s performance;
3. To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
4. To review the ongoing appropriateness and relevance of the remuneration policy;
5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
6. To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executive Directors and other senior executives and the performance targets to be used;
7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the Company''s standard form contract for Executive Directors from time to time;
8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.
- Appointment of Directors and Key Managerial Personnel: The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation.
- Term of appointment of Directors:
a) Managing Director/ Whole - time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Directors:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board''s Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.
- Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under including any amendments made thereon and any other applicable acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, Rules and Regulations.
- Retirement:
The Directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Directors and KMP after attaining the retirement age, for the benefit of the Company.
- Remuneration of Non-Executive Directors:
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014 (including any statutory modification or re-enactments thereof from time to time).
- Remuneration of Managing Director, CEO and Executive Director:
i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval.
ii. The remuneration, commission and increments to be paid to the Managing Director, CEO and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.
iii. At the time of appointment or re-appointment, the Managing Director, CEO and Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made there under.
iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.
v. The remuneration of the Managing Director, CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/commission.
vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:
a. The relationship of remuneration and performance benchmarks is clear;
b. Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
c. Responsibility required to be shouldered by the Managing Director, CEO and Executive Director and the industry benchmarks and the current trends;
vii. The Company''s performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.
- Remuneration of Key Managerial Personnel and other employees:
i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:
a. The relationship of remuneration and performance benchmark is clear;
b. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
c. The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;
d. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;
ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.
iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.
- Remuneration to Non-Executive / Independent Director: The Non-Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.
II. Audit Committee:
The existing âAudit Committee'' of the Company consists of four Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the âTerms of Reference'' specified by the Board in writing from time to time.
The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
1 |
Mr. M. N. Bhagwat |
Chairman |
2 |
Mr. Sanjay Jha |
Member |
3 |
Mr. V. K. Verma |
Member |
4 |
Dr. Vijay N. Gupchup |
Member |
Terms of Reference of the Audit Committee
The functions of the Audit Committee are broadly as under:
1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
3. Approval of payment to Statutory Auditors for any other services rendered by them;
4. Reviewing with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
b. The vigil mechanism under sub-section (9) of section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases;
19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee;
21. The Audit Committee shall have powers, which should include the following:
a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;
b. To seek information from any employee;
c. To obtain outside legal or other professional advice;
d. To secure attendance of outsiders with relevant expertise, if it considers necessary;
22. All Related Party Transactions shall require prior approval of the Audit Committee.
Approval or any subsequent modification of transactions of the company with related parties;
23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.
III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:
The Committee has the mandate to review, redress shareholders'' grievances and to approve all share transfers.
The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2017 is as under:-
Sr. No. |
Name of the Director |
Designation |
1 |
Mr. V. K. Verma |
Chairman |
2 |
Mr. Sanjay Jha |
Member |
3 |
Ms. Pallavi Jha |
Member |
Mr. Vivek Wadhavkar, Senior Manager (Accounts and Finance) has been designated as the Compliance Officer.
The functions of the Stakeholder''s Relationship Committee/ Shareholders'' Grievance Committee include the following:-
1. Transfer /Transmission of shares;
2. Issue of duplicate share certificates;
3. Review of shares dematerialized and all other related matters;
4. Monitors expeditious redressal of investors'' grievances;
5. Non receipt of Annual Report and declared dividend;
6. All other matters related to shares.
IV. The Vigil Mechanism:
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www.walchandpeoplefirst.com).
15. QUALIFICATIONS GIVEN BY THE AUDITORS:
There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and by Secretarial Auditor, in their report.
16. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - II.
17. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on the guidelines given in schedule IV to the Companies Act, 2013.
For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating director has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of six.
Such evaluation exercise has been carried out:
(i) of Independent Directors by the Board;
(ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 02nd February, 2017;
(iii) of the Board as a whole by all the Directors;
(iv) of the Committees by all the Directors;
(v) of the Chairperson of your Company by the Independent Directors in separate meeting after taking into account the views of the Executive/ Non-Executive Directors;
(v) of the Board by itself.
Having regard to the industry, size and nature of business your company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.
The Independent Director of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria''s for the evaluation of the Independent Directors are:
a. Attendance record;
b. Possesses sufficient skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions ;
c. Able to challenge views of others in a constructive manner;
d. Knowledge acquired with regard to the company''s business/activities;
e. Understanding of industry and global trends;
f. Any qualitative comments and suggestions for improving effectiveness.
18. AUDITORS:
M/s. K. S. Aiyar & Co., Statutory Auditors of your Company having (ICAI Firm Registration 100186W) were appointed at the 95th Annual General Meeting of the Company held on 31st July, 2015 for a period of 5 years i.e. from the conclusion of the Annual General Meeting held on 2015 till the conclusion of the Annual General Meeting scheduled to be held in 2019 subject to the ratification by the Members in every Annual General Meeting.
In view of the above, the Audit Committee is requested to note the eligibility of the Statutory Auditors for ratification of their appointment at the 97th Annual General Meeting of the Company, based on the Certificate received from them confirming that their ratification will be in accordance with the limits as laid down under Section 139 of the Companies Act, 2013 and that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.
19. SECRETARIAL AUDITOR:
The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducing Secretarial Audit of Company for the financial year 2016-2017. The Report of the Secretarial Audit is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.
20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY:
The Company has not provided any loan or guarantee and has neither made any investments during the year in accordance with Section 186 of the Companies Act, 2013 (Annexure IV)
22. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:
There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.
23. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:
Sr. No. |
Name of Company |
Subsidiary / Joint ventures/ Associate Company |
Date of cession of Subsidiary / Joint ventures/ Associate Company. |
N.A |
N.A. |
N.A. |
24. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICY U/S 134:
As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 100 listed entities needs to adopt Risk Management Policy. Therefore, our Company is not required to adopt Risk Management Policy.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any equity shares with differential voting rights.
27. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to this Report.
28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:
There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.
29. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT-9 - Extract of the Annual Return (appended as Annexure I).
30. CORPORATE SOCIAL RESPONSIBILITY POLICY:
During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATION IN FUTURE:
There are no material or significant orders passed by the regulators or courts or tribunals impacting the going concern status and the company''s operation in future.
32. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your Directors make the following statement and confirm that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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 f) 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.
33. Acknowledgement:
Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.
For and on behalf of the Board
Ms. Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201, Sterling Heritage 39,
N S Patkar Marg, Gamdevi
Mumbai - 400007
Place: Mumbai
Date: 21th April, 2017
Mar 31, 2016
To,
The Members
Walchand PeopleFirst Limited
The Directors are pleased to present the 96thAnnual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2016.
The State of the Companyâs Affairs
1. KEY FINANCIAL HIGHLIGHTS :
Particulars |
For the Year ended For the Year ended 31st March, 2016 (INR. in lakhs) |
31st March, 2015 (INR. in lakhs) |
Profit before interest, |
||
depreciation and taxation |
412.70 |
210.87 |
Less: Interest |
0.05 |
7.77 |
Less: Depreciation/Amortization |
36.75 |
41.06 |
Less: Provision for Taxation - |
||
Current / earlier years |
117.88 |
55.06 |
Less: Deferred Tax recognized |
9.92 |
(9.04) |
Net Profit |
248.10 |
116.02 |
Add: Balance brought forward |
530.25 |
462.71 |
Less: Effect of Depreciation due |
||
to change in the Companies Act |
- |
13.53 |
Amount available for appropriation |
778.35 |
565.20 |
Proposed Final Dividend |
- |
29.04 |
Dividend Tax |
- |
5.91 |
Balance carried to Balance Sheet |
778.35 |
530.25 |
During the year under review, the Company has reported a total income of Rs. 2,414.55 lakhs out of which no operating income amounts to Rs. 139.611akhs. Income from operations is Rs. 2,274.95 lakhs which has increased by Rs. 469.52 lakhs i.e. by 26% as compared to the previous year.
2. DIVIDEND:
Your Directors are pleased to recommend a final dividend of Rs. 1.25/- per equity share.
3. TRANSFER TO RESERVES :
The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.
4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIQN AND FOREIGN EXCHANGE EARNINGS AND OUTGO;
(A) Conservation of energy -
Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of energy is not applicable to the Company.
(B) Technology Absorption -
Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Technology Absorption is not applicable to the Company.
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:
(A) Expenditure In Foreign Currency |
Financial Year ended 31.03.2016 (INR in Lakhs) |
Financial Ifear ended 31.03.2015 (INR in Lakhs) |
Royalty Remitted |
186.16 |
149.07 |
Others |
8.51 |
6.91 |
(B) Earning In Foreign Currency Professional Fees |
14.73 |
15.60 |
Others |
4.07 |
0.34 |
5. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure & Developments
The news on the Indian Economy is mixed. Banks like Credit Suisse and Deutsche Bank have downgraded the Indian market and have flagged global investors over Indiaâs slower than expected reform process. By the end of fiscal 2016, the sentiment seemed to have turned negative, reflecting perhaps excessive optimism about the pace of reform and therefore the potential rate of growth of the economy and corporate profitability in the immediate aftermath of the 2014 elections.
Rating agency Crisil has said that there are no signs of the Indian economy sharply rebounding in FY 2017 as the fiscal policy remains restrictive. Leverage and nonperforming assets of banks will remain a challenge. The agency has predicted that monsoon will also be a major factor to decide consumption. At present the consumption is mainly from urban areas. If it rains, the rural consumption will grow. Along with spurring rural consumption, big attention is required towards two sectors - Power and Banking - as unless they are cleared up they will restrict the flow of credit into the system which is critical for industry growth.
Opportunities & Challenges
The industry for HR services has been around from more than three decades. Over the last few years, the HR industry has witnessed some radical leaps. While there are varying opinions on the exact size of the industry, Recruitment services account for the major share - almost 70%. Some of the other services that command a big market share include Learning & Development, Outsourcing, Technology and Consulting/Advisory services.
As per the People Mattersâ HR Industry Study 2015, the size of Indiaâs HR industry is Rs. 40,000 crores, of which the Learning & Development and Consulting segments are over Rs. 10,000 Crores. Companies are increasing their budgets for training, leadership development, coaching & executive education. Top areas which are outsourced are Hiring, Trainingprograms, Succession planning, Communication, Assessment products and Rewards & Recognition. Deloitteâs Annual Global Human Capital Survey 2015 said that Corporate Learning emerged as a pressing issue among corporate. 85% of the respondents ranked Learning & Development as a priority issue compared to 70% last year. Given the wide skill gap in the organization, learning has become a business critical priority for skilling. Skilling and education are two segments where buyers & sellers will collaborate. Driven primarily by demand for more skilled manpower in the corporate sector, the Learning & Development segment in India comprises learning at all levels from school education to corporate training. The demographic composition of the workforce is changing with more personnel from the rural sector and Tier II cities entering the organized sector. While it is widely recognized that a very small percentage of academic courses in India churn out professionals who are fit to join the corporate workforce, the last few years have seen a large number of corporations hiring professionals at the grassroots level and grooming them as per their requirements. Training at grassroots level will shape the direction of Learning & Development services in the country. Your company enjoys market leadership in the areas of Corporate Learning & Development and Consulting services. With a full-spectrum of services including training programs in Communication, Inter-personal skills, Presentation skills, Selling skills, Customer Service and Leadership development as well as Assessments services, Organization Design, Talent Management and Succession planning services your company is the preferred partner to hundreds of clients. One large area of impact in the client organizations is that of Employee Engagement from benchmarking services to solution implementation.
To further expand the companyâs reach to grassroots level training we now plan to increase our focus on employability training under the India Futures division. This segment will leverage opportunities with educational institutions, government and its partners as well as through corporate CSR. One key gap being faced by players in this area is that the industry lacks qualified trainers and the talent shortage is one of the most significant challenges that CEOâs of Learning & Development companies face. The lack of certified professional trainers in India can potentially hinder growth and maturity of the market.
Dale Carnegie has a strong track record of developing globally certified trainers and facilitators for over a 100 years. Building on this expertise, India Futures will be offering certification courses for career development facilitators. Your company sees a great opportunity in capacity building for the Learning & Development industry.
Outlook, Risks & Control
Some economists believe that the Indian Economy on the . whole is doing fine, but there are risks to global growth which can slowdown more which is bound to affect India. The current government which is at its mid-point has a critical task of implementing the announced reforms during 2016-17. The Government will be closely watched for its success in getting the pending big ticket reforms when GST and Bankruptcy code passed which will not only be a big sentiment booster but will enhance countryâs medium term growth potential.
There are several opportunities for the sector and the outlook for the coming months will continue to remain positive. The demand side challenges and increasing pressure on HR organizations in India will compel the creation of new services. The imminent skills shortage, changing nature of the workforce composition and the growing influence of social media will likely drive the introduction of new services such as employer branding consulting and online / computer based skilling services which will drive new and innovative products in the areas of talent and performance management, engagement and retention.
Cautionary Statement
Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Companyâs objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.
Internal Control Systems
Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company.
Financial Performance
Total income achieved during the year under review is INR 2414.55 lakhs as against INR 1911.30 lakhs in the previous year. Income from operations of the Company has been INR 2274.95 lakhs against INR 1805.43 lakhs in the previous year, showing an increase of 26%. After providing for taxation of INR 117.89 lakhs and deferred tax liability of INR 9.92 lakhs, the net profit of the Company is INR 248.10 lakhs as against the profit after tax of INR 116.02 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 608.75 lakhs as compared to INR 401.74 lakhs in the previous year, and hence has increased by 52% compared to the previous year, largely on account of increase in revenues. Total EBITDA is 17% on total income as compared to 11% in last year. Total PAT is 10% on total income as compared to 6% in last year.
Human Resources
While growth and success are the prime motto of your Company, at the same time it also realizes the importance of its intellectual capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefit plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. A comprehensive code of conduct has been developed for all employees which reinforces our work ethics. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.
6. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:
The Financial Statement of the Company/Board Report has not been revised during the Financial Year 2015-2016 as per Section 131 of the Companies Act, 2013.
7. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies Act,2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2016.
8. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.
9. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL C ONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.
10. BOARD MEETINGS:
The Board of Directors (herein after called as âthe Boardâ) met for four times during the Year under review:
Sr. No. |
Date of Meetings |
Venue and time of the meeting |
Directors present |
Directors to whom Leave of absence was granted |
1. |
06.05.2015 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 |
1. Ms.Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. KVerma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey |
None |
2. |
31.07.2015 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001 |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. KVerma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey |
None |
3. |
02.11.2015 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001 |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. KVerma |
1. Mr. Rajeev Dubey 2. Dr. Vijay N. Gupchup |
4. |
29.01.2016 |
Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001 |
1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M.N.Bhagwat 4. Mr. V. KVerma 5.Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey. |
None |
11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key Managerial Personnel are as follows:
Sr. No. |
Name of the Director |
Particulars |
Date of Resignation |
NA. |
NA. |
NA. |
NA. |
12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:
Pursuant to Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and reenactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.
In view of the above provisions, your Company has following Independent Directors:
Sr. Na |
Name of the Independent Director |
Date of appointment/ Reappointment |
Date of passing of special rescJutkKi(ifany) |
1. |
Mr. MN.Bhagwat |
30/07/2014 |
30/07/2014 |
2. |
Mr. V. K.Verma |
30/07/2014 |
30/07/2014 |
3. |
Dr. Vjjay N. Gupchup |
30/07/2014 |
30/07/2014 |
4. |
Mr. Rajeev Dubey |
30/07/2014 |
30/07/2014 |
All the above Independent Directors meet the criteria of âindependenceâ prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of âindependenceâ as required under section 149(7) of the Companies Act, 2013.
13. COMMITTEES OF BOARD:
I Nomination and Remuneration Committee:
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The Committee acts in accordance with the âTerms of Referenceâ approved and adopted by the Board from time to time.
The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
1 |
Mr. V. K. Verma |
Chairman |
2 |
Mr. Rajeev Dubey |
Member |
3 |
Mr. M. N. Bhagwat |
Member |
Remuneration Policy
- Introduction:
The Company considers human resources as its invaluable assets. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company.
- Objective and purpose of the policy:
- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Nonexecutive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;
- To formulate the criteria for evaluation of performance of all the Directors on the Board;
- To devise a policy on Board diversity;
- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Companyâs goals and support the organizationâs business strategy, operating objectives and human capital needs.
- Constitution of Nomination and Remuneration Committee: The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was changed to âNomination and Remuneration Committeeâ on 17thApril, 2014.This is in line with the requirements of the Companies Act, 2013. The Board has the authority to reconstitute the Committee from time to time.
- Terms of Reference of the Nomination an A Remuneration Committee:
The Nomination & Remuneration Committee is the subcommittee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time. The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows:
1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
2. To identify persons who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every Directorâs performance;
3. To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
4. To review the ongoing appropriateness and relevance of the remuneration policy; .
5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
6. To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executive Directors and other senior executives and the performance targets to be used;
7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the Companyâs standard form contract for Executive Directors from time to time;
8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.
- Appointment of Directors and Key Managerial Personnel: The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation.
- Term of appointment of Directors:
a) Managing Director/ Whole-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Directors:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boardâs Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.
- Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under including any amendments made thereon and any other applicable acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, Rules and Regulations.
- Retirement:
The directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Directors and KMP after attaining the retirement age, for the benefit of the Company.
- Remuneration of Non-Executive Directors:
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014 (including any statutory modification or re-enactments thereof from time to time).
- Remuneration of Managing Director, CEO and Executive Director:
i. The remuneration/commission to the Managing Director,
CEO and Executive Director will be determined by the Committee and recommended to the Board for approval.
ii. The remuneration, commission and increments to be paid to the Managing Director, CEO and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.
iii. At the time of appointment or re-appointment, the Managing Director, CEO and Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made there under.
iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.
v. The remuneration of the Managing Director, CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and retrial benefits. The variable component shall comprise of performance bonus/commission.
vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:
a. The relationship of remuneration and performance benchmarks is clear;
b. Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
c. Responsibility required to be shouldered by the Managing Director, CEO and Executive Director and the industry benchmarks and the current trends;
vii. The Companyâs performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.
-Remuneration of Key Managerial Personnel and other employees:
i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:
a. The relationship of remuneration and performance benchmark is clear;
b. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
c. The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;
d. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Companyâs performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;
ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.
iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.
-Remuneration to Non-Executive / Independent Director: The Non-Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.
EL Audit Committee:
The existing âAudit Committeeâ of the Company consists of four Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with ''the âTerms of Referenceâ specified by the Board in writing from time to time. The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
1 |
Mr. M. N. Bhagwat |
Chairman |
2 |
Mr. Sanjay Jha |
Member |
3 |
Mr. V. K. Verma |
Member |
4 |
Dr. Vijay N. Gupchup |
Member |
Terms of Reference of the Audit Committee
The functions of the Audit Committee are broadly as under:
1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
3. Approval of payment to Statutory Auditors for any other services rendered by them;
4. Reviewing with the management, the annual financial statements and auditorâs report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs Report in terms of clause (c) of sub-section
3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditorâs independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism:
a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
b. The vigil mechaniaffl under sub-section (9) of section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases;
19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by âthe statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee;
21. The Audit Committee shall have powers, which should include the following:
a. To investigate any activity within its terms of reference.
The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;
b. To seek information from any employee;
c. To obtain outside legal or other professional advice;
d. To secure attendance of outsiders with relevant expertise, if it considers necessary;
22. All Related Party Transactions shall require prior approval of the Audit Committee.
Approval or any subsequent modification of transactions of the company with related parties;
23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee.
Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.
III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:
The Committee has the mandate to review, redress shareholdersâ grievances and to approve all share transfers.
The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2016 is as under-
Sr. No. |
Name of the Director |
Category |
1 |
Mr. V. K. Verma |
Chairman |
2 |
Mr. Sanjay Jha |
Member |
3 |
Ms. Pallavi Jha |
Member |
Mr. Vivek Wadhavkar, Senior Manager (Accounts and Finance) has been designated as the Compliance Officer. The functions of the Stakeholderâs Relationship Committee / Shareholdersâ Grievance Committee include the following: -
1. Transfer /Transmission of shares;
2. Issue of duplicate share certificates;
3. Review of shares dematerialized and all other related matters;
4. Monitors expeditious redressal of investorsâ grievances;
5. Non receipt of Annual Report and declared dividend;
6. All other matters related to shares.
IV. The vigil mechanism:
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companyâs code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (wwwjyalchandpeQplefirst.com).
There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and by Secretarial Auditor, in their report.
15. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES;
The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188( 1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - II.
16. ANNUAI EVALUATION BY THE BOARD..DEJIS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of Conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your Company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.
For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of five (as the Performance Evaluation Policy).
Such evaluation exercise has been carried out:
(i) of Independent Directors by the Board;
(ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 29th January, 2016;
(iii) of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 29th January, 2016;
(iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 29thJanuary, 2016 after taking into account the views of the Executive/ Non-Executive Directors;
(v) of the Board by itself.
Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.
17. AUDITORS:
M/s. K S. Aiyar & Co., Statutory Auditors of your Company having (ICAI Firm Registration 100186W)were appointed at the 95th Annual General Meeting of the Company held on 31st July, 2015 for a period of 5 years i.e. from FY 20152016 to 2019-20 subject to the ratification by the Members in every Annual General Meeting.
In view of the above, the Audit Committee is requested to note the eligibility of the Statutory Auditors for ratification of their appointment at the 96th Annual General Meeting of the Company, based on the Certificate received from them confirming that their ratification will be in accordance with the limits as laid down under Section 139 of the Companies Act, 2013 and that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.
18. SECRETARIAL AUDITOR:
The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision âof section 204 of the Companies, Act 2013 read with rules for conducing Secretarial Audit of Company for the financial year 2015-2016. The Report of the Secretarial Audit is annexed herewith as Annexure HI. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.
The Company has not issued any equity shares with deferential voting rights.
20. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
b. The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT-9 - Extract of the Annual Return (appended as Annexure).
21. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating Management, your
Directors make the following statement and confirm that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) 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.
22. Acknowledgement:
Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.
For and on behalf of the Board
Pallavi Jha
Chairperson & Managing Director
DIN:- 00068483
Address:- 201, Sterling Heritage 39,
N S Patkar Marg, Gamdevi,
Mumbai - 400 007
Place: Mumbai
Date: 27th April, 2016
Mar 31, 2015
The Members
Walchand PeopleFirst Limited
The Directors are pleased to present herewith the 95th Annual Report
on the business and operations of your Company and Audited Accounts for
the Financial Year ended March 31, 2015 together with the Audited
Statement of Accounts and Auditor's Report thereon.
The State of the Company's Affairs
1. KEY FINANCIAL HIGHLIGHTS :
Particulars For the Year ended For the Yearended
31st March, 2015 31st March, 2014
(Rs. in lakhs) (Rs. in lakhs)
Profit before interest,
depreciation and taxation 210.87 139.05
Less: Interest 7.77 13.94
Less: Depreciation/Amortisation 41.06 40.83
Less: Provision for Taxation Current /
earlier years 55.06 43.02
Less: Deferred Tax recognized (9.04) (3.80)
Net Profit 116.02 45.06
Add: Balance brought forward 462.71 417.65
Less: Effect of Depreciation due to
change in new companies act 13.53 -
Amount available for appropriation 565.20 462.71
Proposed Final Dividend 29.04 -
Dividend Tax 5.91 -
Balance carried to Balance Sheet 530.25 462.71
During the year under review your Company has reported a total income
of Rs. 1,911.30 lakhs out of which non-operating income amounts to Rs.
105.87 lakhs which has decreased by Rs. 19.95 lakhs i.e. by 16 % as
compared to the previous year. Income from operations is Rs. 1,805.43
lakhs which got increased by Rs. 279.61 lakhs i.e. by 18% as compared
to the previous year.
2. DIVIDEND:
Your Directors are pleased to recommend a final dividend of Re 1/- per
equity share.
3. TRANSFER TO RESERVES:
The Company has proposed to transfer Nil amount to the General Reserve
out of amount available for appropriations.
4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:
Particulars required to be furnished by the Companies as per Rule 8 of
Companies (Accounts) Rules, 2014, are as follows:
A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and
Sub-Rule 3 (B) pertaining to Technology absorption are not applicable
to the Company.
B. Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual
outflows.
(A) Expenditure In Financial Year Financial Year
Foreign Currency ended ended
31.03.2015 31.03.2014
Royalty Remitted 149.07 150.51
Others 6.91 11.19
(B) Earning In Foreign Currency
Professional Fees 15.60 58.96
Others 0.34 3.96
6. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies
Act, 2013 read with The Companies (Management and Administration)
Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this
Report in Annexure I and is a part of this Report. The same is as on
31st March, 2015.
7. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section
73(1) of the Companies Act, 2013 and the Rules made thereunder
8. BOARD MEETINGS:
The Board of Directors (herein after called as "the Board") met for
four times during the Year under review:
Date of Venue and Directors Directors to
Meetings time of the present whom Leave
meeting of absence
was granted
28/04/2014 Construction 1.Ms.PallaviJha 1. Dr. Vijay N.
House,5-Walchand 2.Mr.Sanjay Jha Gupchup
HirachandMarg, 3.Mr.M.N.Bhagwat 2. Mr. Rajeev Dubey
Ballard Estate, 4. Mr.V K.Verma
Mumbai - 400 001 5.Dr.S.C.Jha
Time:12:30P.M.
30/07/2014 Construction 1.Ms.Pallavi Jha 1.Dr.S.C.Jha
House,5-Walchanc 2.Mr.Sanjay Jha
Hirachand Marg, 3.Mr.M.N.Bhagwat
Ballard Estate, 4.Mr.V.K.Verma
Mumbai-400 001 5. Dr. Vijay N.
Time:11:30A.M. Gupchup
6.Mr.Rajeev Dubey
31/10/2014 Construction 1.Ms.Pallavi Jha 1.Mr.Rajeev Dubey
House,5-Walcham: 2.Mr.Sanjay Jha
Hirachand Marg, 3.Mr.M.N. Bhagwat
Ballard Estate, 4.Mr.V.K.Verma
Mumbai-400 001 5. Dr. Vijay N.
Time:12:30P.M. Gupchup
6.Dr.S.C.Jha.
29/01/2015 Construction 1.Ms.Pallavi Jha None
House,5-Walcham: 2.Mr.Sanjay Jha
Hirachand Marg, 3.Mr.M.N. Bhagwat
Ballard Estate, 4.Mr.V.K.Verma
Mumbai - 400 001 5.Dr.Vijay N.
Time:05:00P.M. Gupchup
6.Mr.Rajeev Dubey
9. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key managerial personnel are as follows:
Name of the Director Particulars Date of resignation
Dr. Satish Chandra Jha Cessation due 25/01/2015
to death
Name of the Key Particulars Date of
managerial personnel Appointment
Ms. Shruthi Patni Taking on 31/10/2014
record the existing key
managerial personnel
(Chief Financial Officer)
10. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER
SECTION 149 (6) OF THE COMPANIES ACT, 2013:
Pursuant to Section 149 (4) of the Companies Act, 2013 read with The
Companies (Appointment and Qualifications of Directors) Rules, 2014 the
Central Government has prescribed that your Company shall have minimum
two Independent Directors.
Your Company has following Independent Directors:
Name of the Date of Date of
Independent Director appointment/ passing of
Reappointment special resolution
if any)
Mr. M.N.Bhagwat 30/07/2014 30/07/2014
Mr. V. K.Verma 30/07/2014 30/07/2014
Dr. Vijay N. Gupchup 30/07/2014 30/07/2014
Mr. Rajeev Dubey. 30/07/2014 30/07/2014
Dr S. C. Jha. * 30/07/2014 30/07/2014
* Dr. S.C. Jha expired on 25th January, 2015
With deep regret the Board informs you about the sad demise
of Dr. S. C. Jha, Director of the Company. His contribution
and guidance in the affairs of the Company is highly appreciated.
All the above Independent Directors meets the criteria of
'independence' prescribed under section 149(6) and have submitted
declaration to the effect that they meet with the criteria of
'independence' as required under section 149(7) of the Companies
Act, 2013.
11. COMMITTEES OF BOARD:
I. Nomination and Remuneration Committee: The existing "Nomination
and Remuneration Committee' consists of three non-executive
directors, all the directors being independent directors and the said
constitution is in accordance with the provisions of Section 178 of the
Companies Act, 2013. The Committee acts in accordance with the Terms of
Reference as approved and adopted by the Board.
The Composition of the Committee is as under:
Chairman: Mr. V. K.Verma
Members: Mr. Rajeev Dubey, Mr. M.N.Bhagwat
Remuneration Policy
Introduction
The Company considers human resources as its invaluable assets. This
policy on nomination and remuneration
of Directors, Key Managerial Personnel (KMPs) and other employees has
been formulated in terms of the provisions of the Companies Act, 2013
and the listing agreement in order to pay equitable remuneration to the
Directors, KMPs and employees of the Company and to harmonise the
aspirations of human resources consistent with the goals of the
Company.
Objective and purpose of the policy: n To formulate the criteria for
determining qualifications competencies, positive attributes and
independence for appointment of Directors (Executive and Non-Executive)
and recommend to the Board policies relating to the remuneration of the
Directors, KMP and other employees; n To formulate the criteria for
evaluation of performance of all the Directors on the Board;
To devise a policy on Board diversity;
To lay out remuneration principles for employees linked to their
effort, performance and achievement relating to the Company's goals
and support the organization's business strategy, operating
objectives and human capital needs. Constitution of Nomination and
Remuneration Committee:
The Board has constituted the Remuneration Committee on April 29, 2004.
The nomenclature of the said Committee was change to "Nomination and
Remuneration Committee" on 17th April, 2014.This is in line with the
requirements of the Companies Act 2013. The Board has the authority to
reconstitute the Committee from time to time.
Terms of Reference of the Nomination and Remuneration Committee:
The Nomination & Remuneration Committee is the subcommittee of the
Board of Directors of the Company and the terms of reference of the
Committee shall be decided by the Board from time to time.
The roles and responsibilities of the Nomination and Remuneration
Committee shall be as follows: n To formulate the criteria for
determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuner
-ation of the directors, key managerial personnel and other employees;
To identify persons who are qualified to become directors and who may
be appointed in senior management and recommend to the Board their
appointment and removal and shall carry out evaluation of every
director's performance; To determine such policy, taking into account
all factors which it deems necessary. The objective of such policy shall
be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance
and are, in a fair and responsible manner, rewarded for their individual
contributions to the success of the Company;
To review the ongoing appropriateness and relevance of the remuneration
policy; To approve the design of any performance related
pay schemes operated by the Company and approve the total annual
payments made under such schemes; n To decide on all share incentive
plans for approval by the Board and shareholders. For any such plans,
determine each year whether awards will be made, and if so, the overall
amount of such awards, the individual awards to executive Directors and
other senior executives and the performance targets to be used;
To consider and make recommendations in respect of any other terms of
the service contracts of the executives and any proposed changes to
these contracts, and to review the company's standard form contract
for executive directors from time to time; n To consider any other
matters relating to the remuneration of or terms of employment
applicable to the remuneration of the directors, key managerial
personnel and other employees.
Appointment of directors and Key Managerial Personnel:
The Committee shall formulate the criteria for determining
qualifications, positive attributes and independence of a Director and
KMP and recommending candidates to the Board, when circumstances
warrant the appointment ofa new Director and KMP, having regard to the
experience and expertise as may be deemed appropriate by the Committee
at the time of such recommendation. Term of appointment of directors:
a) Managing director/Whole-time Director/Manager: The Company shall
appoint or re-appoint any person as its Managing Director, Whole-time
Director or Manager for a term not exceeding five years at a time. No
re- appointment shall be made earlier than one year before the expiry
of term.
b) Independent directors:
An Independent Director shall hold office for a term up to five conse
-cutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and
disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecu
-tive terms, but such Independent Director shall be eligible for
appointment after expiry of three years of ceasing to become an
Independent Director. Provided that an Independent Director shall not,
during the said period of three years, be appointed in or be associated
with the Company in any other capacity, either directly or indirectly.
-At the time of appointment of Independent Director, it should be
ensured that number of Boards on which such person serves is restricted
to seven listed companies as an Independent Director; and in case such
person is serving as a Whole-time Director in any listed company the
number of boards on which such person serves as Independent Director
is restricted to three listed companies.
Removal:
Due to reasons for any disqualification mentioned in the Companies Act,
2013, rules made thereunder of under any other applicable Acts, rules
and regulations, the Committee may recommend, to the Board with reasons
recorded in writing, removal of a Director or KMP subject to the
provisions and compliance of the said Act, rules and regulations.
Retirement:
The directors and KMP shall retire as per the applicable provisions of
the Companies Act, 2013 and the prevailing policy of the Company. The
Board will have the discretion to retain the directors and KMP after
attaining the retirement age, for the benefit of the Company.
Remuneration of Non-Executive Directors: The Non-Executive Directors
shall be entitled to receive remuneration by way of sitting fees as
detailed hereunder: Non-Executive Directors shall be entitled to
receive sitting fees for each meeting of the Board or Committee of the
Board attended by him of such sum as may be approved by the Board of
Directors within the overall limits prescribed under the Companies Act,
2013 and The Companies Managerial Remuneration Rules, 2014.
Remuneration of Managing Director & CEO and Executive Director:
i. The remuneration/commission to the Managing Director and Executive
Director will be determined by the Committee and recommended to the
Board for approval.
ii. The remuneration and commission and increments to be paid to the
Managing Director and Executive Director shall be in accordance with
the provisions of the Companies Act, 2013 and the rules made there
under.
iii. At the time of appointment or re-appointment, the Managing
Director & CEO and the Executive Director shall be paid such
remuneration as may be mutually agreed between the Company (which
includes the Nomination & Remuneration Committee and the Board of
Directors) and the CEO & Managing Director and Executive Director
within the overall limits prescribed under the Companies Act.
iv. The remuneration shall be subject to the approval of the Members of
the Company in General Meeting, as applicable.
v. The remuneration of the Managing Director & CEO and Executive
Director is broadly divided into fixed and variable components. The
fixed compensation shall comprise salary, allowances, perquisites,
amenities and retiral benefits. The variable component shall comprise
of performance bonus/commission.
vi. In determining the remuneration (including the fixed increment
and performance bonus/commission) the Nomination & Remuneration
Committee shall consider the following:
a. The relationship of remuneration and performance benchmarks is
clear;
b. Balance between fixed and variable pay reflecting short and
long-term performance objectives appropriate to the working of the
company and its goals;
c. Responsibility required to be shouldered by the Managing Director &
CEO and Executive Director and the industry benchmarks and the current
trends;
vii. The Company's performance vis-a-vis the annual budget
achievement and individual performance vis-a-vis the KRAs / KPIs
Remuneration of Key Managerial Personnel and other employees:
i. In determining the remuneration of the KMPs and other employees, the
Nomination & Remuneration Committee shall consider the following:
a. The relationship of remuneration and performance benchmark is clear;
b. Balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the
Company and its goals;
c. The remuneration is divided into two components viz. fixed component
of salaries, perquisites and retirement benefits and variable component
of performance based incentive;
d. The remuneration including annual increment and performance
incentive is decided based on the criticality of the roles and
responsibilities, the Company's performance vis-a-vis the annual
budget achievement, individuals performance vis-a-vis KRAs / KPIs,
industry benchmark and current compensation trends in the market;
ii. The Managing Director & CEO will carry out the individual
performance review of the KMPs, based on the standard appraisal matrix
and after taking into account the appraisal score card and other
factors mentioned hereinabove and decide on the annual increment and
performance incentive. The overall policy for such calculations will be
explained to the Nomination & Remuneration Committee for its review and
approval.
iii. Such performance reviews will be carried out by the KMPs for other
employees and discussed with the Managing Director & CEO to decide on
the annual increments and performance incentives.
Remuneration to Non- Executive / Independent Director:
The Non- Executive / Independent Director may receive remuneration by
way of sitting fees for attending meetings of Board or Committee
thereof except Stakeholder Relationship Committee Meeting, for which no
sitting fees shall be paid.
The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.
II. Audit Committee:
The existing 'Audit Committee' consists of four directors with
independent directors forming a majority and the said constitution in
line with provisions of Section 177 of the Companies Act, 2013. The
Audit Committee acts in accordance with the Terms of Reference
specified by the Board in writing.
The Composition of the Committee is as under: Chairman: Mr. M.N.Bhagwat
Members: Mr. Sanjay Jha, Mr. V.K. Verma and Dr. Vijay N. Gupchup
12. THE VIGIL MECHANISM:
Your Company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company
has established a Whistle Blower Policy & Vigil Mechanism in accordance
with the provisions of the Companies Act, 2013 and the Listing
Agreement for reporting the genuine concerns or grievances or concerns
of actual or suspected, fraud or violation of the Company's code of
conduct. The said Mechanism is established for directors and employees
to report their concerns. The policy provides the procedure and other
details required to be known for the purpose of reporting such
grievances or concerns. The same is uploaded on the website of the
Company.
13. QUALIFICATION GIVEN BY THE AUDITORS:
There are no qualifications, reservation or adverse remarks or
disclaimers made by the Statutory Auditors of the Company in their
report and by Secretarial Auditor, in their report.
14. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The company has entered into transactions with related parties in
accordance with the provisions of the Companies Act, 2013 and the
particulars of contracts or arrangements with related parties referred
to in Section 188(1), as prescribed in Form AOC - 2 of the rules
prescribed under Chapter IX relating to Accounts of Companies under the
Companies Act, 2013, is appended as Annexure - II
15. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
As required under section 178(2) of the Companies Act, 2013 and under
Schedule IV to the Companies Act, 2013 on Code of conduct for
Independent Directors, a comprehensive exercise for evaluation of the
performances of every individual director, of the Board as a whole and
its Committees and of the Chairperson of the Company has been carried
by your company during the year under review as per the evaluation
criteria approved by the Board and based on guidelines given in
Schedule IV to the Companies Act, 2013.
For the purpose of carrying out performance evaluation exercise, three
types of Evaluation forms were devised in which the evaluating
authority has allotted to the individual Director, the Board as a
whole, its Committees and the Chairperson appropriate rating on the
scale of five (as the Performance Evaluation Policy).
Such evaluation exercise has been carried out
(i) of Independent Directors by the Board
(ii) of Non-Independent Directors by all the Independent Directors in
separate meeting held for the purpose on 29th January, 2015
(iii) of the Board as a whole and its Committees by all the Independent
Directors in separate meeting held for the purpose on 29th January,
2015
(iv) of the Chairperson of your Company by the Independent Directors in
separate meeting held on 29th January, 2015 after taking into account
the views of the Executive/ Non-Executive Directors
(v) of the Board by itself
Having regard to the industry, size and nature of business your company
is engaged in, the evaluation methodology adopted is, in the opinion of
the Board, sufficient, appropriate and is found to be serving the
purpose.
16. AUDITORS:
M/s. K. S. Aiyar & Co., Statutory Auditors of your Company, retires at
the ensuing Annual General Meeting and are eligible for re-appointment.
The Auditors have given their consent in writing and have furnished a
certificate to the effect that their re-appointment, if made, would be
in accordance with the provisions of Section 139(1) and that they meet
with the criteria prescribed under section 141 of the Companies Act,
2013. Directors recommend their re-appointment in the ensuing Annual
General Meeting.
17. SECRETARIAL AUDITOR:
Your Company had appointed M/s. Pramod S. Shah and Associates as a
Secretarial Auditor of the Company, according to the provision of
section 204 of the Companies, Act 2013 for conducing secretarial audit
of Company for the financial year 2014 - 15.
M/s. Pramod S. Shah and Associates have issued their Audit report, the
same is appended as Annexure III.
18. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL
PERSONNEL AND EMPLOYEES:
a. None of the employees of the Company is drawing remuneration in
excess of the limits prescribed under Rule (5)(2), Chapter XIII as
provided under Section 197 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
b. The further details with regard to payment of remuneration to
Director and Key Managerial Personnel is provided in Form No. MGT 9-
extract of annual return appended as Annexure I
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013
and to the best of their knowledge and belief and according to the
information and explanations obtained /received from the operating
management, your Directors make the following statement and confirm
that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) 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.
Acknowledgement
Your Directors place on record their sincere gratitude for the
assistance, guidance and co-operation the Company has received from all
stake holders. The Board further places on record its appreciation for
the dedicated services rendered by the employees of the Company.
For and on behalf of the Board
Pallavi Jha
Chairperson & Managing Director
Place : Mumbai
Date : 6th May, 2015
Mar 31, 2014
The Members of
WALCHAND PEOPLEFIRST LIMITED
The Directors are pleased to present herewith the 94th Annual Report
on the business and operations of your Company and Audited Accounts for
the Financial Year ended March 31, 2014 together with the Audited
Statement of Accounts and Auditor''s Report thereon.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
Financial Year Financial Year
ended 31.03.2014 ended 31.03.2013
Profit before interest,
depreciation and taxation 139.05 323.62
Less: Interest 13.94 21.15
Less: Depreciation/Amortisation 40.83 52.97
Less: Provision for Taxation -
Current / earlier years 43.02 64.85
Less: Deferred Tax recognized (3.80) 8.20
Net Profit 45.06 176.46
Add: Balance brought forward 417.65 275.17
Amount available for appropriation 462.71 451.63
Proposed Final Dividend - 29.04
Dividend Tax - 4.94
Balance carried to Balance Sheet 462.71 417.65
2. DIVIDEND:
Your Directors have decided not to recommend any dividend for the
Financial Year ended 31st March, 2014.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956):
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988 are as
follows:- a. Rule 2(A) pertaining to Conservation of Energy and Rule
2(B)pertaining to Technology absorption are not applicable to the
Company. b. Foreign exchange inflow and outflow  Rule 2(C):
(INR in Lacs) (a) EXPENDITURE IN
FOREIGN CURRENCY Financial Year Financial Year ended 31.03.2014 ended
31.03.2013
Royalty Remitted 150.51 147.34
Others 11.19 11.82
( b ) EARNING IN FOREIGN CURRENCY
Professional Fees 58.96 34.29
Others 3.96 1.25
4. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure and
Developments:
The advanced estimates released by the Central Statistics
Office (CSO) reports that the growth in GDP during the Financial Year
2013-14 is estimated at 4.9 per cent as compared to the growth rate of
4.5 per cent in 2012-13 mainly on an improved performance in
agriculture and allied sectors. Manufacturing however is expected to
register a contraction of 0.2 percent during the year. According to
advance estimates, the services including finance, insurance, real
estate and business services is likely to grow 11.2 percent during
FY14.
Inflation coupled with the high volatility of India rupee against the
appreciating US dollar and a ballooning current account deficit brought
anxiousness and disappointment during the year. This led to a tighter
monetary policy thereby curbing investment. However, the Government and
RBI took several measures during August, 2013 to curb the fall in value
of Indian rupee and to manage the current account deficit.
Towards the end of the financial year 2014, there was a considerable
reduction in the current account deficit, inflation had softened but is
expected to remain sticky. The rupee has strengthened and stock markets
are looking up reflecting an improving sentiment.
Opportunities & Challenges:
India''s Training sector is still evolving. For your company there are
three segments to be addressed: 1) Corporate Training segment which is
our key business, 2) Employability Training being addressed with the
Walchand Dale Carnegie Finishing School which is a growing segment and
3) CSR segment which is making skills development a responsible
activity for corporates  a new opportunity.
Corporate Training:
Skill deficit is a challenge that Indian companies across sectors are
facing and will continue to face in the coming months. While the
government''s emphasis is on developing basic vocational skills to make
the potential workforce employable, the employability of graduates and
professionally trained candidates is also under question. Besides that,
Indian companies are facing a leadership crisis at the middle
management level. As a consequence of these trends, training and
development budgets are expected to be robust across all industries in
the coming months.
In the organized corporate sector, demand from companies will likely
rise in the following areas:
Mid-management leadership development: The middle management crisis has
been noticed across the industry and companies will invest a sizeable
amount of effort in training the middle management. People development
skills, ability to provide feedback, performance appraisal,
communication, strategic thinking and the ability to think beyond
functional to organizational thinking will be the core areas of focus
for companies.
Trainer development: Companies will also focus greatly on "train the
trainer" programs as newer skilling methods and modes get introduced
into the market. ROI: Return on investment on Training spends has been
cited as one of the top metrics that business leaders will be tracking
against each individual learning initiatives. Whatever mode of delivery
an organization chooses; programs will be designed keeping measurable
outcomes in mind.
Coaching-style delivery: Across the globe, instructor-led training is
still the most popular because of greater chance of interactivity.
While a small percentage of companies are experimenting with effective
digital training methods, instructor-led training will still continue
to rule the market. Within instructor-led training, companies are
focusing more on coaching style delivery of content so that engagement
with individual modes are higher and sessions are more effective.
Focus on High Potential development: Succession planning and developing
a leadership pipeline is critical for business continuity management.
More and more Indian companies are recognizing the need for
identification and development of high potential employees. Also the
war for talent is intensifying and high potential development programs
are a great tool for retaining talent. We expect to see a growing
number of private as well as public sector organizations investing in
high potential training and development.
Employee Engagement: It is now a well-researched fact that highly
engaged employees are more productive and have a positive impact on
market capitalization of companies. Dale Carnegie research also shows
that employee engagement is influenced by relationship drivers at
various levels of leadership and organization. Companies are actively
seeking effective ways to enhance employee effectiveness, specially
through programmatic initiatives that enhance communication skills,
interpersonal skills and boss-subordinate relationships.
Employability Training:
The Government and partner agencies deployed for executing the skill
development agenda have identified sectors with the potential to create
high employment in the near future. Addressing gaps in the skill
development framework in these sectors, coupled with the provision of
effective employment, will be particularly useful to ensure consistent
development of the economy.
The industry has now stepped up its role and is on its way to take
charge of the country''s skill development. With the implementation of
the National Skills Policy 2009, Sector Skills Councils have begun to
appear on the skills landscape. These autonomous bodies are set up by
the industry to cater to their own requirement. The industry has the
potential to play a significant role in various aspects of the
country''s skill development mission including setting up skill
development institutes, assisting in capacity expansion, setting
quality standards and supply of trainers.
The industry could provide quality trainers and support the
"train-theÂtrainer" programs. It could look at creating a database of
all of the industry experts who are willing to train students or
trainers for a short duration. This could be of great help to training
providers and the state governments.
Another opportunity for improving the supply of trainers is to create a
new pool. Training of trainers is a key component of the skill
development framework. The gross requirement of instructors in India is
approximately 79,000. Furthermore, the annual incremental requirement
of instructors is approximately 20,000, whereas, the current annual
capacity of training trainers is only 2,000. The Government and private
sector need to collaborate to close the remaining gap, else the
mismatch between demand and supply of trainers could become a serious
bottleneck in the implementation of skill development projects. Your
company intends to provide ''Train the Trainer'' services to address this
gap in the context of developing the trainer training skills and
providing soft skills curriculum of global quality.
CSR: Making Skills a Responsible Activity Several prominent industry
houses have started contributing to the skilling movement, albeit in a
small degree and primarily through CSR actions. While CSR activities
that contribute to skills development are certainly helpful, they are
not sufficient to cater to India''s skill challenge. The industry should
not relegate skill development as a mere CSR activity, but embrace it
as a company strategy. Skill development initiatives provide a perfect
vehicle for corporates to fulfill the new Companies'' Bill mandate on
CSR. This has opened up new possibilities for your Company and the
management is exploring strategies to leverage this opportunity.
Outlook, Risks & Control:
India''s economic growth is likely to accelerate to 6.5 percent in
2014-15 from the projected growth of less than five percent in the
current fiscal ending March, according to CRISIL The business outlook
for your Company is cautiously optimistic. It is expected that since it
is election year the first quarter of the year will be ambivalent.
However, in the event of a stable government being elected and a normal
monsoon, the macro-economic environment is expected to improve thereby
enhancing industry investment. In such a scenario a stable growth in
business maybe expected.
Cautionary Statement:
Your Company endeavours to perform and attempt to deliver the best at
all times. However, the statements made in this report describing the
Company''s objectives, expectations or predictions shall be read in
conjunction with the government policies as issued and amended from
time to time, the micro as well as macroeconomic scenario prevailing at
that time, global developments and such other incidental factors that
may extend beyond the control of the Company and Management. Keeping
this in view, the actual results may materially vary from those
expressed in the statement.
Internal Control Systems and their Adequacy Your Company ensures that
appropriate risk management limits, control mechanisms and mitigation
strategies are in place through its efficient and effective Internal
Control System and the same completely corresponds to its size, scale
and complexity of operations. The Company strives to put several checks
and balances in place to ensure that confidentiality is maintained.
Effective procedures and mechanisms are rolled out by a full-fledge
Internal Audit System to ensure that the interest of the Company is
safeguarded at all times. In addition to this, the Risk Assessment
policy of the organization is reviewed on a quarterly basis by the
Audit Committee / Board of Directors of your Company.
Financial Performance
Total income achieved during the year under review is INR 1651.65 lakhs
as against INR 1839.29 lakhs in the previous year. Income from
operations of the Company has been INR 1525.82 lakhs against INR
1719.24 lakhs in the previous year, showing a decrease of 11.25%. The
decrease is largely on account of the sluggishness in certain industry
sectors that has adversely affected our clients leading to reduction
and/or delay in investments towards training during the year. After
providing for taxation of INR 43.02 lakhs and by creating deferred tax
asset of INR 3.80 lakhs, the net profit of the Company is INR 45.06
lakhs as against the profit after tax of INR 176.47 lakhs in the
previous year. There has been an increase in expenses on account of one
time loss in sale of investments of INR 14.69 lakhs and write off of
certain fixed assets valued at INR 33.21 lakhs. Operating Profit
(Income from operations less direct expenses) of the Company for the
current year is INR 295.53 lakhs as compared to INR 489.21 lakhs in the
previous year, and hence has decreased by 40% compared to the previous
year, largely on account of decrease in revenues.
Human Resources:
While growth and success are the prime motto of your Company, at the
same time it also realizes the importance of its intellectual capital.
Continuous efforts are made to enhance manpower productivity through
its comprehensive compensation and benefit plans for all its employees.
In order to develop a healthy environment within the organization, we
have a strong Performance Management System which ensures fairness and
growth of all individuals. A comprehensive code of conduct has been
developed for all employees which reinforces our work ethics. An
average eight days of training per year for each employee is directed
at enriching leadership, behavioral, functional and technical skills as
well as bringing about a change in the attitude, knowledge and skill of
employees. Thus, through this process of learning and concurrent
rewarding, your Company aims to equip its employees with essential
skills and competencies that would enable them to step the ladder of
success.
5. PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended vide
Notification no. G.S.R 289 (E) dated March 31, 2011 require the
disclosure of the names and particulars of the employees who are
receipt of remuneration for the financial year under review which, in
the aggregate, was not less than Rs. 60, 00,000/- per annum or who was
in receipt of remuneration for any part of the financial year under
review, at a rate which, in the aggregate, was not less than Rs.
5,00,000/-per month. The disclosure under the said Section is not given
as there are no such employees.
6. INVESTMENTS:
During the Financial Year under report, the outstanding position in the
investment of shares and debentures of various companies were to the
tune of Rs. 2.14 lacs as compared to the last Financial Year''s
investment of Rs. 69.05 lacs. The market value of the quoted
investments was Rs. Nil (previous year Rs. 7.00 lacs).
7. FIXED DEPOSIT:
The Company has not accepted any deposits from public under the
Provisions of Section 58A of the Companies Act, 1956 and rules framed
thereunder during the Financial Year ended March 31, 2014. Accordingly,
as at March 31, 2014, there is no outstanding liability to fixed
depositors.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section
217(2AA) of the Companies Act, 1956:
i) that in the preparation of the Annual Accounts for the financial
yearended March 31, 2014, the applicable accounting standards have been
followed along with proper explanationrelating to material departures,
if any;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimatesthat are
reasonable and prudent so as to give a true and fairview of the state
of affairs of the Company at the end of thefinancial year ended March
31, 2014 and of the Profit of theCompany for the said year;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance withthe
provisions of the Companies Act,1956, for safeguarding theassets of the
Company and for preventing and detecting fraud an other irregularities;
iv) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2014 on a going concern basis.
9. DIRECTORS:
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 2013, Mr. Sanjay Jha will retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment. Your Directors recommend his
reÂappointment.
10. STATUTORY AUDITORS:
You are requested to appoint Auditors for the current year and fix
their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co.,
Chartered Accountants retire at ensuing Annual General Meeting of the
Company and have given their consent for re-appointment. The Company
has also received a certificate from them under section 139 of the
Companies Act, 2013.
11. COMPLIANCE CERTIFICATE:
As per Section 383A of the Companies Act, 1956 read with Notification
No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate
Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or
more but less than Rs. 5 Crores must obtain a Compliance Certificate
from a Company Secretary in whole time practice and such Certificate
must be annexed to the Report. A Compliance Certificate obtained from
M/s. Pramod S. Shah & Associates  Practising Company Secretaries is
annexed as a part of the Directors'' Report.
12. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges, a Compliance Report on Corporate
Governance together with the Certificate from M/s. Pramod S. Shah &
Associates - Practising Company Secretaries is annexed as a part of the
Annual Report.
13. NOMINATION AND REMUNERATION COMMITTEE ÂCOMPANIES ACT 2013
Pursuant to Section 178 of Companies Act, 2013 the Board of Directors
of the Company has consented the change in nomenclature of existing
Remuneration Committee to ''Nomination and Remuneration Committee'' as
provided under Companies Act, 2013 and has also approved the revised
terms of reference of the Nomination and Remuneration Committee as per
the provisions of the Companies Act, 2013 (effective from 01/04/2014).
As per the said terms of reference approved by the Board the Nomination
and Remuneration Committee shall formulate the criteria for determining
the qualifications, positive attributes and independence of a director
and recommend to the Board a policy , relating to the remuneration for
the Director , KMP and other employees. The Company''s policy on
Directors appointment and remuneration and other specifications as
mentioned above will be disclosed in the Boards'' Report as provided
under Section 134 (3) (e) once the same is formulated by the Committee.
14. COST AUDIT:
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
15. ACKNOWLEDGMENT:
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from all the shareholders, customers, suppliers, bankers, Government
authorities and all other business associates and their confidence in
the management. Your Directors also wish to place on record their
appreciation for the contribution made by the employees.
For and on behalf of the Board of Directors
PALLAVI JHA
CHAIRPERSON & MANAGING DIRECTOR
Date: 28th April, 2014
Place: Mumbai
Registered Office:
1, Construction House,
5, Walchand Hirachand Marg,
Ballard Estate, Mumbai 400 001.
Mar 31, 2013
The Members of WALCHAND PEOPLEFIRST LIMITED
The Directors are pleased to present herewith the 93rd Annual Report
on the business and operations of your Company and Audited Accounts for
the Financial Year ended March 31,2013 together with the Audited
Statement of Accounts and Auditor''s Report thereon.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
Financial
Year Financial
Year
ended
31.033013 ended
31.03.2012
Profit before interest,
depreciation and taxation 323.62 391.84
Less: Interest 21.15 27.59
Less: Depreciation/Amortisation 52.97 74.70
Less: Provision for
Taxation - Current /
earlier years 64.84 98.10
Less: Deferred Tax recognized 8.20 (34.85)
Net Profit 176.46 226.30
Add: Balance brought forward 275.17 82.62
Amount available
for appropriation 451.63 308.92
Proposed Final Dividend 29.04 29.04
Dividend Tax 4.94 4.71
Balance carried to
Balance Sheet 417.65 275.17
2. DIVIDEND:
The Board of Directors recommends 10% final dividend for the
FinancialYear ended March 31, 2013.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (Section 217(l)(e) of the Companies Act, 1956):
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988 are as
follows:-
a. Rule 2(A) pertaining to Conservation of Energy and Rule
2(B)pertaining to Technology absorption are not applicable to the
Company.
b. Foreign exchange inflow and outflow - Rule 2(C):
(INR in Lacs)
(a) EXPENDITURE IN I
FOREIGN CURRENCY Financial
Year Financial
Year
ended 31.
(2013 ended
31.03.2012
Royalty Remitted 147.34 126.96
Others 11.82 13.71
(b) EARNiraiNFOREKN CURRENCY
Professional Fees 34.29 16.98
Others 1.25 2.47
4. PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended vide
Notification no. G.S.R 289 (E) dated March 31,2011 require the
disclosure of the names and particulars of the employees who are
receipt of remuneration for the financial year under review which, in
the aggregate, was not less than Rs. 60,00,000/- per annum or who was
in receipt of remuneration for any part of the financial year under
review, at a rate which, in the aggregate, was not less than Rs.
5,00,000/-per month. The disclosure under the said Section is not given
as there are no such employees.
6. INVESTMENTS:
During the Financial Year under report, the outstanding position in the
investment of shares and debentures of various companies were to the
tune of Rs. 69.04 lacs as compared to the last Financial Year''s
investment of Rs. 111. 16 lacs. The market value of the quoted
investments was Rs. 7.00 lacs (previous year Rs. 13.51 lacs).
7. FIXED DEPOSIT:
The Company has not accepted any deposits from public under the
Provisions of Section 58A of the Companies Act, 1956 and rules framed
thereunder during the Financial Year ended March 31, 2013. Accordingly,
as at March 31, 2013, there is no outstanding liability to fixed
depositors.
8. DntECTORS''RESPONSTRnTTY STATEMENT.
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
i) that in the preparation of the Annual Accounts for the financial
yearended March 31, 2013, the applicable accountingstandards have been
followed along with proper explanationrelating to material departures,
if any;
ii) that 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 fairview of the state
of affairs of the Company at the end of the financial year ended March
31, 2013 and of the Profit of theCompany for the said year;
iii) that the Directors have taken proper and sufficient care for
themaintenance of adequate accounting records in accordance withthe
provisions of the Companies Act,1956, for safeguarding theassets of the
Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the Annual Accounts for the year
ended March 31,2013 on a going concern basis.
9. DIRECTORS:
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Madhukar Bhagwat and Dr.
Satish Jha will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. Your
Directors recommend their re-appointment.
10. STATUTORY AUDITORS:
You are requested to appoint Auditors for the current year and fix
their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co.,
Chartered Accountants retire at ensuing Annual General Meeting of the
Company and have given their consent for re-appointment. The Company
has also received a certificate from them under section 224(1B) of the
Companies Act, 1956.
11. COMPLIANCE CERTD7ICATE:
As per Section 383A of the Companies Act, 1956 read with Notification
No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate
Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or
more but less than Rs. 5 Crores must obtain a Compliance Certificate
from a Company Secretary in whole time practice and such Certificate
must be annexed to the Report. A Compliance
Certificate obtained from M/s. Pramod S. Shah & Associates - Practicing
Company Secretaries is annexed as a part of the Directors'' Report.
12. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance together with
the Certificate from M/s. Pramod S. Shah & Associates - Practising
Company Secretaries is annexed as a part of the Annual Report.
13. COST AUDIT:
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
14. ACKNOWLEDGMENT:
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from all the shareholders, customers, suppliers, bankers, Government
authorities and all other business associates and their confidence in
the management. Your Directors also wish to place on record their
appreciation for the contribution made by the employees.
For and on behalf of the Board of Directors
PALLAVIJHA CHAIRPERSON & MANAGING DIRECTOR
Date: May 13,2013
Place: Mumbai
Registered Office:
1, Construction House,
5, Walchand Hirachand Marg,
Ballard Estate, Mumbai 400 001
Mar 31, 2012
To The Members of WALCHAND PEOPLEFIRST LIMITED
The Directors present herewith the 92nd Annual Report together with
the Audited Statement of Accounts and Auditors' Report thereon for
the Financial Year ended March 31, 2012.
1. FINANCIAL RESULTS (Rs. in Lacs)
Financial
Year Financial
Year
ended
31.03.2012 ended
31.03.2011
Profit before interest,
depreciation and taxation 391.84 170.76
Less: Interest 27.59 40.10
Less: Depreciation/Amortisation 74.70 51.41
Less: Provision for Taxation -
Current / earlier years 98.10 0.00
Less: Deferred Tax recognized (34.85) (3.37)
Net Profit 226.30 82.62
Add: Balance brought forward 82.62 0.00
Amount available for appropriation 308.92 82.62
Proposed Dividend 29.04 0.00
Dividend Tax 4.71 0.00
Balance carried to Balance Sheet 275.17 82.62
Total 275.17 82.62
2. DIVIDEND
The Board of Directors declares 10% dividend for the Financial Year
ended March 31, 2012.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act, 1956)
Particulars required to be furnished by the Companies (Disclosure
of particulars in the report of the Board of Directors) Rules, 1988
are as follows:-
a. Rule 2(A) pertaining to Conservation of Energy and Rule
2(B)pertaining to Technology absorption are not applicable to the
Company.
b. Foreign exchange inflow and outflow - Rule 2(C):
(Rs. in Lacs)
(a) EXPENDITURE IN
FOREIGN CURRENCY Financial
Year Financial
Year
ended
31.03.2012 ended
31.03.2011
Royalty Remitted 126.96 120.83
Others 13.71 6.66
(b) EARNING IN FOREIGN CURRENCY
Professional Fees 16.98 NIL
Others 2.47 NIL
4. MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure and Analysis
Despite severe pressures, including inflation, Euro-zone crisis, a slow
US recovery, depreciating rupee and lack of political consensus on
reforms, India still looks in good economic health. While there are
concerns over implementation of several initiatives, we still remain
the second fastest growing economy in the world after China and should
be back to higher GDP growth rate of 7.5-8% in the coming year. The
impact on the education and training industry continues to be equally
strong as a result of that expansion.
With an expected growth rate of 10 to 15 per cent over the next decade,
the Indian education and training market has witnessed a series of
developments and changes in the last few years, which has resulted in a
significant increase in the market size of the education industry
compared to previous years. With a combined market size of US$ 50
billion per annum with more than 450 million students, and investment
requirement of approximately US$ 100 billion by 2014 to meet growing
demands of the sector, education industry is one of the largest service
sector industries in India.
The education industry in India can be broadly classified into the
Regulated segment (K12 and higher education) and the Un-regulated
segment (pre-school, multimedia, ICT, coaching cases, vocational
training and books). The expected market size of K-12 sector in 2012
(E) is US$ 34 billion, with a rise of 14 per cent as compared to US$ 20
billion in 2008. The corresponding figures for the higher education
sector are US$ 10.3 billion in 2012 (E) with a rise of 12 per cent as
compared to US$ 6.5 billion in 2008. The coaching institutes in India
will witness a 17 per cent increase from US$ 0.3 billion in 2008 to US$
0.6 billion in 2012 (E). Similarly, the Pre-schools market in the
country will witness a rise of 36 per cent from US$ 0.3 billion to US$
1 billion and the vocational training from US$ 1.6 billion to US$ 4
billion in 2012 (E).
The Indian pre-school market is set to become the largest in the world.
In India, the pre-school segment is currently worth US$ 750 million and
is expected to reach US$ 1 billion by 2012. Learning and development is
the focus area ranging from schools, high schools, graduate, vocational
and higher learning institutions. Given the shortage of quality talent
in India , now skill-based institutions and the corporate sector have
also moved into this space. We should therefore expect a positive and
sustained upswing. On the education segment, Private equity and
venture capital investors have pumped US$ 93 million into 10 education
companies and are bullish about the sector's prospects going forward.
PE investment in the education sector increased from US$ 129 million in
2009 to US$ 183 million in 2011. Also for the year 2012-13, Rs 25,555
crore (US$ 4.98 billion) have been allotted for RTE-SSA (Right to
Education - Sarva Shiksha Abhiyan) which represents an increase of 21.7
per cent over the previous year allotment in 2011-12. 6,000 schools
have been proposed to be set up at block level as model schools in the
Twelfth Five Year Plan (2012-17) and Rs 3,124 crore (US$ 0.61 billion)
have been provided for the RMSA (Rashtriya Madhyamik Shiksha Abhiyan)
which is an increase of 29 per cent over 2011-12. As far as Skill
Development is concerned, some new large state driven initiatives
include the following:
- National Skill Development Corporation has approved projects that
are expected to train 6.2 crore people at the end of 10 years
- The National Skill Development Fund has been allocated Rs 1,000
crore (US$ 0.19 billion) for the period 2012-13
- To improve the flow of institutional credit for skill development,
a separate Credit Guarantee Fund will be set up
- "Himayat" scheme introduced in Jammu and Kashmir (J&K) to
provide skill training to 100,000 youth during the next 5 years and the
entire cost will be borne by the Government of India
In the sphere of executive education which could also be appealing to
your company as a future business proposition, India's growing Rs 350
crore (US$ 68.33 million) executive education space continues to
attractB-schools. US headquartered Harvard Business School (HBS) and
the Wharton School of Business, University of Pennsylvania, will also
set up its own centre in India.University of Chicago, Tuck School of
Business, INSEAD, Oxford University's Said Business School and Duke
University are among others, to offer their executive education
programmes in India.
Large investments are being made by technology-based education
solutions providers one of whom will set up 150 skill development
centers across the country. With an investment of Rs 450 crore (US$
87.86 million), these training centers will offer vocational training
across disciplines such as automobile, construction, hospitality,
retail, IT and IT- enabled services.
In a nutshell, your company is in India's sunrise yet fastest growing
segments and we have the necessary wherewithal to provide products and
services to meet the industry requirements.
Opportunity and Challenges
"If you look at the world, it would inevitably appear that India's
growth is preordained. The world needs working hands. The world needs
back offices. India seems to be a natural fit.. .We are producing a
workforce which is not only for India, but a global workforce." Sunil
Bharti Mittal's (Founder and Chairman of Bharti Enterprises )
statement, in a concise way , tells us of the enormous opportunity for
companies like yours to make a significant contribution to India's
economy. We have already successfully pioneered initiativ.
Financial Performance:
Total income achieved during the year under review is Rs. 1973.36 lakhs
as against Rs. 1417.12 lakhs in the previous year. Income from
operations for the Company has been Rs. 1642.18 lakhs against Rs.
1283.65 lakhs in the previous year, showing a healthy increase of 28%.
After providing for taxation of Rs. 98.10 lakhs and recognition of
deferred tax asset of Rs. 34.85 lakhs, the results of the Company show
a substantial increase of 174% in the net profit of Rs. 226.30 lakhs as
against the profit after tax of Rs. 82.62 lakhs in the previous year.
Human Resources:
Your Company considers its intellectual capital as its most valuable
asset. Personnel policies of your Company are designated to ensure
fairness to and growth of all individuals in the organization and
continuously strives to provide a challenging work environment. The
Company has developed a competency-based framework for growth with
formalized career paths in the organization. This provides a highly
competent and aspirational career environment to all our employees. The
company has a comprehensive compensation and benefits plan for all its
employees. The Company also provides a strong learning culture with an
average eight days of training per year for each employee. We have a
strong Performance Management System and code of conduct which
reinforces our work ethics.
5. PARTICULARS OF EMPLOYEES
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended vide
Notification no. G.S.R 289 (E) dated March 31, 2011 require the
disclosure of the names and particulars of the employees who are
receipt of remuneration for the financial year under review which, in
the aggregate, was not less than Rs. 60,00,000/- per annum or who was
in receipt of remuneration for any part of the financial year under
review, at a rate which, in the aggregate, was not less than Rs.
500,000/- per month. The disclosure under the said Section is not given
as there are no such employees.
6. INVESTMENTS
During the Financial Year under report, the outstanding position in the
investment of shares and debentures of various companies were to the
tune of Rs. 111.16 lacs as compared to the last Financial Year's
investment of Rs. 116.39 lacs. The market value of quoted investments
was Rs. 88.14 lacs (previous year 95.67 lacs).
7. FIXED DEPOSIT
The Company has not accepted any deposits from public under the
Provisions of Section 58A of the Companies Act 1956 and rules framed
There under during the Financial Year ended 31st March 2012. As at March
31, 2012, there is no outstanding liability to fixed depositors.
8. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
i) that in the preparation of the Annual Accounts for the financial
year ended March 31, 2012, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii) that 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 ended March
31, 2012 and of the Profit of the Company for the said year;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2012, on a going concern basis.
9. DIRECTORS
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Rajeev Dubey and Dr. Vijay N.
Gupchup retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. Your Directors
recommend their re-appointment.
10. STATUTORY AUDITORS
You are requested to appoint Auditors for the current year and fix
their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co.,
Chartered Accountants retire at ensuing Annual General Meeting of the
Company and have given their consent for re-appointment. The Company
has also received a certificate from them under section 224(1B) of the
Companies Act, 1956.
11. COMPLIANCE CERTIFICATE
As per Section 383A of the Companies Act, 1956 read with Notification
No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate
Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or
more but less than Rs. 5 Crores must obtain a Compliance Certificate
from a Company Secretary in whole time practice and such Certificate
must be annexed to the Report. A Compliance Certificate obtained from
M/s Pramod Shah & Associates - Practicing Company Secretaries is
annexed as a part of the Director's Report.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance together with
the Certificate from M/s. Pramod S. Shah & Associates - Practising
Company Secretaries is annexed as a part of the Annual Report.
13. COST AUDIT
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
14. ACKNOWLEDGMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from Clients, Vendors, Financial Institutions, Bankers, Business
Associates and various Governmental, as well as Regulatory Agencies for
their valuable support. Your Directors also wish to place on record
their appreciation for the contribution made by the employees
For and on behalf of the Board of Directors
PALLAVI JHA
CHAIRPERSON & MANAGING DIRECTOR
Place : Mumbai
Date : May 18, 2012
Registered Office:
1, Construction House,
5, Walchand Hirachand Marg,
Ballard Estate, Mumbai 400 001
Mar 31, 2011
The Directors present herewith the 91st Annual Report together with
the Audited Statement of Accounts and Auditors Report thereon for the
Financial Year ended March 31, 2011.
1. FINANCIAL RESULTS
(Rs. in Lacs)
Financial Year Financial Year
ended 31.03.2011 ended 31.03.2010
Profit before interest,
depreciation and taxation 173.78 14.53
Less: Interest 40.10 36.35
Less: Depreciation/Amortisation 51.41 54.08
Less: Provision for Taxation -
Current / earlier years 18.06 3.45
Less: Deferred Tax recognized (3.37) 48.49
Add: MAT Credit 15.04 (91.16) - (142.37)
Net Profit 82.62 (127.84)
Add: Balance brought forward 83.26 1369.00
Add/( Less: Adjustments to
General Reserves 8.48 (1157.90)
Amount available for appropriation 174.36 83.26
Final Dividend 0.00 0.00
Dividend Tax 0.00 0.00
Balance carried to Balance Sheet 174.36 83.26
Total 174.36 83.26
2. DIVIDEND
Your Directors have decided not to recommend any dividend for the year
ended March 31, 2011.
3. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (Section 217(1)(e) of the Companies Act. 1956)
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988 are as
follows:-
a. Rule 2(A) pertaining to Conservation of Energy and Rule
2(B)pertaining to Technology absorption are not applicable to the
Company.
b. Foreign exchange inflow and outflow - Rule 2(C):
(Rs. in Lacs)
(a) EXPENDITURE IN
FOREIGN CURRENCY Financial Year Financial Year
ended 31.03.2011 ended 31.03.2010
Professional Fees/
Franchise Fee NIL NIL
Royalty Remitted 120.83 154.42
Traveling Expenses 6.17 1.07
Others 0.49 0.10
(b) EARNING IN FOREIGN
CURRENCY NIL NIL
4. MANAGEMENT DISCUSSION AND ANALYSIS
Industry Structure & Analysis
The Indian economy grew at 8.6% in fiscal 2010, the fastest in three
years, on the back of a sharp recovery in farm output. Manufacturing
and services sectors have registered impressive gains during the year.
Savings and investments are looking up while exports are rising.
Overall the medium term prospects to fiscal consolidation look bright.
India takes pride in its demographic dividend and the people-factor has
propelled India into a new opportunity landscape, thus creating a niche
for itself in Knowledge Services. The population issue, which has been
viewed mostly as a burden until now, is now being seen as a positive
parameter, if we can find a smart way of turning this to our advantage.
According to a BCG Report, in 2020, when most countries in the world
would have a shortage of talent, India will have surplus talent
accounting for the highest number i.e 47 million. The moot point is,
how is India going to be able to take advantage of this surplus and
service the global shortage for talent. The answer lies in making such
resources equipped with skills that are in short supply today and are
likely to be in demand in the next decade. In order to make the
resources employable, systematic planning and implementation involving
various agencies and building a whole new eco system to support this
would be essential.
Skill Development is a significant factor of human capital formation to
ensure that the countrys demographic dividend is not replaced by a
demographic deficit. Primacy to skill development is critical for
creating a long-term sustainable growth engine for our country.
India is the third largest country in terms of graduates passing each
year - 20,677 colleges, 416 universities and 11.6 millions students
were enrolled in 2007 -08, of which about 3.5 million students graduate
every year. But only around 10-25 percent of graduates meet the
requirements for organized sector jobs. Of the current total workforce,
40 percent is illiterate and another 40 percent constitutes schools
dropouts. A little more than half the workforce of almost 500 million
find their livelihood in farming.
For the rest, almost 90 percent of jobs available require some level of
skills while 9 percent are knowledge-based and 1 percent is a
combination of both knowledge and skills.
There is a significant gap in what our education system prepares to do
and what organizations and ultimately customers want. Currently, much
of this is also being addressed by companies directly as they have to
successfully get their human resources to deliver business results.
What is also interesting is to take a look at the sectoral employment
status in India over the years. The slant is now towards manufacturing
and service sectors with the share of agriculture dwindling. This
clearly highlights the urgent need for creating a robust skilling
framework - one that would enable the youth, which will enter the
workforce to become employable and more productive.
As far as requirements of the service sector are concerned, the
education system is not geared to anticipate and proactively address
them in time, leaving a yawning gap between supply and demand. This gap
has been seen in almost every sector of the service industry - be it
IT, ITES, Retail or Hospitality. Organizations have had to incur huge
amounts of money in repair and rework on already trained / educated
resources once they are brought into the fold of the corporate sector
thus delaying their productive contribution towards economic value
creation. Further, in many industries, due to limited availability of
talent pool, it leads to attrition and increase in compensation, thus
adding to the costs of operations.
India with its increasing youth population (currently 69 percent of the
population are between 16 and 29 years) has an unprecedented
opportunity to accelerate growth and reduce poverty. However, to
harness this opportunity, it is necessary to build human capital across
all levels of education and skill development.
Opportunities & Challenges
The training industry in India has evolved significantly in the past 7
years. As per industry estimates, the total market-size is around Rs.
11000 crores. Of this, the soft skills development market alone
accounts for about Rs. 3000 crores.
The overall mindset to training has witnessed a paradigm shift.
Training has evolved from being a feel-good, reward- centric system, to
a performance-linked setup employing best practices and challenging
benchmarks. The over arching talent and skills shortage in todays
workforce has made it to the top of the CEOs agenda. It is no longer
just a concern within the HR domain but has reached a stage where it
warrants a mainstream decision.
The overall industry scenario spells two clear streams for growth for
your company. The first is in the large need for skilling and
employability training for young students through the Finishing School
and supporting the growing trends in recruitment and talent acquisition
for companies. The second significant opportunity is to support the
corporate sector in managing attrition and enhancing retention and
growth of their workforce through strong professional development
initiatives.
Todays business environment poses its unique challenges on people
management. Business growth in India is much higher than the
organizational capability for growth and hence companies need to bridge
the gap through external service providers. Efficiency in managing
people processes is also becoming significant, and therefore attracting
more attention and investment. Today, HR spending has the CEOs and
CFOs attention and organizations are striving to find the right
partners that will help them in this rapid growth phase. An integrated
approach to talent management and development has become a strategic
component of any business regardless of the industry it belongs to.
Talent challenges are manifold
and there is an increasing cost implication in finding and hiring
talent, putting most businesses, especially the people-intensive ones,
under pressure. The solution lies not in recruitment alone, where our
Finishing School services enhance our clients success in this area, but
in an integrated strategy for recruitment, development and performance
management to ensure that the talent pipeline can support business
growth. Client organizations seek flexible business solutions to
address these issues in a dynamic world. Your companys experience in
providing end-to-end, customized solutions for talent management and
development is our competitive advantage in the industry.
Overall the growth opportunities are well-defined and clear. Our
approach is to consolidate on our strategic path to be able to service
the market needs better than our competition. We will need to maintain
our agility and innovation will be key to providing effective solutions
to our client organizations.
The challenges will come in the form of building and mamtaining our own
talent pipeline and service quality as we expand to meet the burgeoning
need. Also as more and more players are attracted into this industry,
pricing pressures will build with market competitiveness. Our challenge
will be to continuously evaluate our cost models and ensure that we
keep improving our productivities.
Outlook, Risks & Control
Acknowledging severe inflation threats, the Reserve Bank of India in
its annual policy review pegged the real GDP growth rate for 2011-12 at
8% - down from the estimated 8.6% growth in 2010-11. This is almost 1
percentage point lower than the government estimate of 9%. RBI said
most business confidence surveys conducted by various agencies show a
decline in business confidence. The pace of industrial activity has
been slowing mainly due to the impact of past monetary policy actions
and high input prices. Sections of the industry will hurt and
consumers, who have borrowed to finance purchases, too, will feel the
pinch of a tighter monetary policy. Hence while the medium term outlook
is good, the outlook for the fiscal year 2011-12 is cautious.
Yet your company has recovered well from the economic slowdown and has
already brought in cost efficiencies that have resulted in a
significant turnaround in its financial performance for the year.
During the year the management has also re-organized its market
strategies to build more stable strategic and long term client
partnerships. With the more robust organization structure the company
is expected to have a positive outlook in both the short and medium
term.
5. PARTICULARS OF EMPLOYEES
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended vide
Notification no. G.S.R 289 (E) dated March 31,2011 require the
disclosure of the names and particulars of the employees who are
receipt of remuneration for the financial year under review which, in
the aggregate, was not less than Rs. 60,00,000/- or who was in receipt
of remuneration for any part of the financial year under review,
at a rate which, in the aggregate, was not less than Rs. 500,000/-.
The disclosure under the said Section is not given as there are no such
employees.
6. INVESTMENTS
During the Financial Year under report, the outstanding position in the
investment of shares and debentures of various companies were to the
tune of Rs. 116.39 lacs as compared to the last Financial Years
investment of Rs. 248.56 lacs.
The Book value of the quoted investments for the year under review was
Rs. 23.40 lacs (previous year Rs. 23.40 lacs) and its market valuation
was Rs. 15.21 lacs (previous year Rs. 16.54 lacs).
7. FIXED DEPOSIT
The Company has not accepted any deposits from public under the
Provisions of Section 58A of the Companies Act 1956 and rules framed
thereunder during the Financial Year ended 31st March 2011. As at March
31, 2011, there is no outstanding liability to fixed depositors.
8. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
i) that in the preparation of the Annual Accounts for the financial
year ended March 31,2011, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii) that 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 ended March
31, 2011 and of the Profit of the Company for the said year;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the Annual Accounts for the year
ended March 31,2011, on a going concern basis.
9. DIRECTORS
Ms. Poonam Barua, Director of the Company resigned from the
Directorship of the Company with effect from May 10, 2011. Pursuant to
Articles of Association of the Company and provisions of the Companies
Act, 1956, Mr. V. K. Verma and Ms. Pallavi Jha retire by rotation at
the ensuing Annual
General Meeting and being eligible, offer themselves for re-appointment
Your Directors recommend their re- appointment
10. STATUTORY AUDITORS
You are requested to appoint Auditors for the current year and fix
their remuneration. The Auditors of the Company, M/s. K.S. Aiyar & Co.,
Chartered Accountants retire at ensuing Annual General Meeting of the
Company and have given their consent for re-appointment. The Company
has also received a certificate from them under section 224(1B) of the
Companies Act, 1956.
11. COMPLIANCE CERTIFICATE
As per Section 383A of the Companies Act, 1956 read with Notification
No. G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate
Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or
more but less than Rs. 5 Crores must obtain a Compliance Certificate
from a Company Secretary in whole time practice and such Certificate
must be annexed to the Report. A Compliance Certificate obtained from
Pramod S. Shah & Associates - Practising Company Secretaries is annexed
as a part of the Directors Report.
12. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance together with
the Certificate from Pramod S. Shah & Associates - Practising Company
Secretaries is annexed as a part of the Annual Report.
13. COST AUDIT
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
14. ACKNOWLEDGMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from Clients, Vendors, Financial Institutions, Bankers, Business
Associates and various Governmental, as well as Regulatory Agencies for
their valuable support. Your Directors also wish to place on record
their appreciation for the contribution made by the employees.
For and on behalf of the Board of Directors
PALLAVI JHA
CHAIRPERSON & MANAGING DIRECTOR
Date : May 10, 2011
Place: Mumbai
Registered Office:
1, Construction House,
5, Walchand Hirachand Marg,
Ballard Estate, Mumbai 400 001
Mar 31, 2010
The Directors present herewith the 90th Annual Report together with
the Audited Statement of Accounts and Auditors Report thereon for the
Financial Year ended March 31, 2010.
1. FINANCIAL RESULTS
(Rs. in Lacs)
Financial Year Financial Year
ended 31.03.2010 ended 31.03.2009
Profit before interest,
depreciation and taxation 14.53 53.30
Less: Interest 36.35 4.49
Less: Depreciation/
Amortisation 54.08 19.60
Provision for Taxation -
Current / earlier years 3.45 1.26
93.88 25.35
(79.35) 27.95
Deferred Tax recognized (48.49) (146.58)
Net Profit (127.84) (118.63)
Add: Balance brought forward 1158.50 1158.50
Less: Adjustments to General
Reserves (1075.23) N.A
Amount available for
appropriation 83.27 1158.50
Final Dividend 0 0
Dividend Tax 0 0
Balance carried to Balance Sheet 83.27 1277.13
Total 83.27 1158.50
*Due to Amalgamation of Walchand Talentfirst limited with the Company
vide order of High Court of Mumbai dated 09th April 2010 with effective
date 1st April 2009, previous year figures are not comparable with this
year figures.
2. DIVIDEND
Your Directors have decided not to recommend any dividend for the year
ended 31st March, 2010, in view of losses.
3. DIRECTORS
Pursuant to the Scheme of Amalgamation of the Companys subsidiary
Walchand TalentFirst Ltd. with the Company, Mr. Rajeev Dubey and Dr.
Vijay Gupchup were appointed as Directors with effect from May 7, 2010.
4. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO (Section 217(l)(e) of the Companies Act. 1956)
Particulars required to be furnished by the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988 are as
follows:-
a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B)
pertaining to Technology absorption are not applicable to the Company.
b. Foreign exchange inflow and outflow - Rule 2(C):
(Rs. in Lacs)
(a) EXPENDITURE IN
FOREIGN CURRENCY Financial Year Financial Year
ended 31.03.2010 ended 31.033009
Professional Fees
/Franchise Fee NIL NIL
Royalty Remitted 154.42 NIL
Traveling Expenses 1.07 NIL
Others 0.10 NIL
(b) EARNING EST FOREIGN
CURRENCY NIL NIL
5. MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure & Analysis
The global economy, following two years of crisis, has begun to recover
with world growth bouncing back from negative territory in 2009 to
about 3.9% during the year. However, the recovery is proceeding at
different speeds around the world.
The Indian economy continues to be one of the fastest growing economies
and the recovery from the slowdown witnessed in the aftermath of the
global crisis has been sharper than what was generally anticipated.
India is poised to be the worlds engine of economic growth in the
coming decades, given that Indians will account for 22 per cent of the
increase in worlds workforce over the period of 2020-2050.
Yet, despite our countrys impressive economic performance and its
immense potential there are valid concerns that our growth process
needs to be more inclusive and sustainable. In the medium term, per
capita income cannot be increased without addressing the twin issues of
Education and Employability of the workforce. While the government is
investing considerable resources in Education, the private sector needs
to address the disconnect between educational qualification and
employability, or possession of requisite skills by the workforce.
The creation of a skilled workforce is integral to the strategy for
sustaining our growth momentum and achieving double digit growth.
According to the Confederation of Indian Industry, one percentage
increase in the GDP can translate into an additional 0.8 - 1 million
jobs. Enhancing the skill-sets of the nearly 10-12 million individuals
who enter the workforce every year is therefore essential to attaining
and sustaining a 10 percent growth rate.
However, it is important to note that for education to contribute
significantly to economic growth and development, it must be of high
quality to meet the skill-demand needs of the economy. The massive
expansion of higher and technical education sector in last few years in
India has led to a major quality problem. There is a considerable
difference in the quality of students/engineers graduating and the kind
of talent industry demands. Thus, we have huge supply of graduates but
it is not aligned to the industry requirements.
Excellence in Education and Skill Development would not
only improve the long term competitiveness of the firms but also
improve the standard the living of the potential workforce with higher
incomes. Thus, helping us strike a correct balance between equity and
efficiency of the nation. As regards the Corporate sector, after
declining in the first two quarters of FY10, Indian industry has
recorded a solid comeback in the second half, with double digit
increase in top-line and bottom-line. The corporate results available
for 975 listed companies in March-10 quarter shows a Y-o-Y increase of
27.5% in Net Profit during the period. Salaries and wages also grew by
12.8% riding on companys plans to increase head count and increment
for existing employees.
Within the industry, the performance of Manufacturing sector was more
robust than of Services sector in the March-10 quarter. Though the
economy showed clear signs of gaining momentum, the increasing
inflation emerged as a potential drag to the recovery process.
The overall positive impact on the Training sector will generally be
witnessed with a lag as most companies continued to withhold these
budgets for the year. Yet there has been a palpable improvement in the
overall business confidence.
Opportunities and Challenges
Around the fourth quarter of fiscal 2010, the stagnant job markets
gradually began to see movement as companies opened up to hiring again.
While both campus recruitments and lateral hiring are expected to
continue to gain momentum, there is a shift in trends post the economic
crisis. The downturn has cautioned companies against "anticipatory
hiring", lower productivity and expensive on-the-job training. Smart
employers have decided to filter their selections for life-skills -
creativity, confidence, curiosity, learnability, and teamwork, rather
than just technical skills. For freshers, employers now recognize that
summer internships, extra- curricular activities and non-academic
courses demonstrate initiative, which is a strong predictor of
workplace performance. Our Finishing School offers precisely such
solutions to graduating students prior to entering the workforce. Your
company has launched its Alliance Partnership Program to partner with
various colleges and universities to offer skills development courses
to their students. This is a key strategic focus for your company.
The major human capital trends in industry for the year 2010 offer
significant opportunities for your company. One of the key thrusts of
companies will be to mitigate turnover risk by restoring employee
engagement. The skills shortage is far from over and an increasing
demand for top talent will hit much quicker than realized. Re-engaging
demoralized employees who remain in the organization will be critical
for restoring faith before they succumb to better opportunities. A
range of talent engagement solutions customized to specific client
priorities are offered by your company. According to Mercers most
recent Market Issues Survey, organizations are already showing signs of
placing a high priority on leadership development and were increasing
their focus on investing for future growth. The survey found that while
organizations were reducing spend, they are also
prioritizing areas for human capital investment, with 82 per cent
focused on building future capability in the critical areas of
leadership development, talent management and succession planning. They
are reducing spend in other human capital areas to help fund this
shift. The top five areas in which organizations indicated they planned
to increase human capital expenditure over the next 12 months are :
Leadership Development and Assessments, Talent Management and
Succession Planning, Learning and Development, HRIS implementation,
Work Lifestyle Benefits. Investment in leadership development will
therefore continue to be a key component of any workforce strategy that
looks to a future of renewed profit and sustainable growth.
Outlook, Risks and Controls
The outlook for the coming quarters is positive, given the broad-based
recovery that is taking place in the economy. However, the Greek debt
crisis has dominated market sentiment recently, reminding us that
global economic uncertainty continues to be a reality. One implication
for India is that financial markets will remain volatile with no
assurance of steady capital inflows to plug our current account
deficit. Meanwhile, the good news on the domestic front is that our
economic recovery continues to remain robust while corporate results
for the current financial year are predicted to hold up well.
Your company has completed the amalgamation of its subsidiary with
itself and is now much leaner and cost-efficient. With the positive
outlook for the Indian economy, the industry and employment we are
optimistic about the short term and long term performance of the
company.
Cautionary Statement:
The statements made in this report describe the Companys objectives,
expectations and projections that may be forward looking statements.
The actual results might differ materially from those expressed or
implied depending on the economic conditions, government policies and
other incidental factors, which are beyond the control of the Company
and Management.
Segmentwise Performance:
As per the Amalgamated Financial Statement, the revenue and results for
the Investment Division and the Training Division for the relevant
period are reported in the notes to Accounts.
Internal Control Systems and their Adequacy:
The Company has adequate and effective control systems, commensurate
with its size and nature of business, to ensure that assets are
efficiently used and the interest of the Company is safeguarded and the
transactions are authorized, recorded and reported correctly. Checks
and balances are in place to determine the accuracy and reliability of
accounting data. The preventive control systems provide for
well-documented policy, guidelines, and authorization and approval
procedures. The Company has a full-fledged Internal Audit System to
ensure that the policies and procedures laid down are adhered to. The
Company has also developed a Risk Assessment policy and is reviewed by
the Board of Directors/ Audit committee on a quarterly basis.
Financial Performance with respect to Operational Performance:
As per the amalgamated financial statement, total income achieved
during the year under review is Rs. 1206.73 lakhs as against Rs.
1324.51 lakhs in the previous year (as per the consolidated financial
statement). Training income for the Company has been Rs. 1055.71 lakhs
as against Rs. 1168.06 lakhs in the previous year, showing a decrease
of 9%. After providing for taxation of Rs. 3.45 lakhs and recognition
of deferred tax liability of Rs. 48.49 lakhs, the results of the
Company show a net loss of Rs. 127.84 lakhs as against the loss after
tax of Rs. 353.13 lakhs in the previous year (as per the consolidated
financial statement). The operating loss of the previous year was Rs.
117.56 lakhs and its an operating profit of Rs. 14.54 lakhs during the
current year, aggregating to an improvement of 112%. Human Resources:
Your Company considers its intellectual capital as its most valuable
asset. Personnel policies of your Company are designed to ensure
fairness to and growth of all individuals in the organization and
continuously strives to provide a challenging work environment. The
Company has developed a competency-based framework for growth with
formalised career path in the organization. This provides a highly
competent and aspirational career environment to all our employees. The
company has a comprehensive compensation and benefits plan for all its
employees. The Company also provides a strong learning culture with an
average 8 days of training per year for each employee. We have a strong
Performance Management System and code of conduct which reinforces our
work ethics.
6. AMALGAMATION OF WALCHAND TALENTFIRST LIMITED WITH THE COMPANY:-
The Horfble High Court of Judicature at Bombay has sanctioned the
scheme of amalgamation of Walchand TalentFirst Ltd. with the Company
The scheme is operative from the appointed date i.e. 1st April 2009 as
stated in the scheme of Amalgamation. The Audited Annual Accounts of
the Company for the Financial Year ended March 31, 2010 have been
prepared after incorporating the effect of amalgamation. The Company
does not have any subsidiary as a result of the above amalgamation.
For this purpose the Court Convened Meeting of shareholders was held on
2nd February, 2010 wherein the Resolution for the approval of Scheme of
Amalgamation was passed unanimously. 5499 Fully Paid Equity Shares of
Rs. 100/- each of the Company have been issued to the shareholders of
Walchand TalentFirst Ltd for consideration other than cash.
7. PARTICULARS OF EMPLOYEES
As required under the provisions of Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, the names and other particulars are set out in the annexure to
this report.
8. INVESTMENTS
During the Financial Year under report, the outstanding position in the
investment of shares and debentures of various companies were to the
tune of Rs. 248.56 lacs as compared
to the last Financial Years investment of Rs. 1518.12 lacs. The Book
value of the quoted investments for the year under review was Rs. 23.40
lacs (previous year Rs. 24.87 lacs) and its market valuation was Rs.
16.54 lacs (previous year Rs.8.05 lacs).
9. FIXED DEPOSIT
The Company has not accepted any deposits from public under the
Provisions of Section 58A of the Companies Act 1956 and rules framed
thereunder during the Financial Year ended 31st March 2010. As at March
31,2010, there is no outstanding liability to fixed depositors.
10. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
i) that in the preparation of the Annual Accounts for the financial
year ended March 31, 2010, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii) that 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 ended March
31, 2010 and of the loss of the Company for the said year;
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the Annual Accounts for the year
ended March 31, 2010, on a going concern basis.
11. DIRECTORS
In accordance with the Articles of Association of the Company and
provisions of the Companies Act, 1956 Mr. Sanjay Jha, Dr. S.C. Jha and
Mr. M.N. Bhagwat retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. Your
Directors recommend their re-appointment.
12. COMPLIANCE CERTIFICATE
As per Section 383A of the Companies Act, 1956 read with Notification
No. G.S.R. 11 (E), Dated 5-1-2009 issued by the Ministry of Corporate
Affairs, a Company having the paid up Share Capital of Rs. 10 Lacs or
more but less than Rs. 5 Crores must obtain a Compliance Certificate
from a Company Secretary in whole time practice and such Certificate
must be annexed to the Report. Further as per the said Notification if
the Company has employed a Company Secretary on whole time basis then
the said Certificate is not required to be obtained. Since the Company
has employed a Company Secretary on whole time basis the provision
relating to the Compliance Certificate is not applicable to
the Company.
13. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance together with
the Certificate from M/s. Pramod S. Shah & Associates - Practising
Company Secretaries is annexed as a part of the Annual Report.
14. COST AUDIT
The Company is not required to undertake the cost audit as required
under Section 233 B of the Companies Act, 1956.
15. ACKNOWLEDGMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from Clients, Vendors, Financial Institutions, Bankers, Business
Associates and various Governmental,
as well as Regulatory Agencies for their valuable support. Your
Directors also wish to place on record their appreciation for the
contribution made by the employees.
For and on behalf of the Board of Directors
PALLAVI JHA
CHAIRPERSON & MANAGING DIRECTOR
Date: June 28, 2010
Place: Mumbai
Registered Office:
1, Construction House,
Walchand Hirachand Marg,
Ballard Estate,
Mumbai - 400 001