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Directors Report of Walchand Peoplefirst Ltd.

Mar 31, 2018

To,

DIRECTORS’ 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 Company’s 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 Bank’s Global Economic Prospects.

The report projected China’s economic growth to slow to 6.4% in 2018 from 6.8% in 2017. The World Bank also revised India’s 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. “Private 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 India”. 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 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 2,816.50 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 “the Board”) 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 ‘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.

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 ‘Terms 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 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 “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 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 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 ‘Audit 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 ‘Terms 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, 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 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 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-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 COMPANY’S 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. 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;

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 Company’s 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. “Dragging 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.” 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 “demographic dividend” (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 “the Board”) 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 ‘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.

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 ‘Terms 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 “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 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 ‘Audit 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 ‘Terms 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 COMPANY’S 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. 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;

(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 Company’s 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 India’s 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 Matters’ HR Industry Study 2015, the size of India’s 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. Deloitte’s 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 company’s 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 CEO’s 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 country’s 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 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 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 “the Board”) 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 ‘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.

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 ‘Terms 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 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 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 “Nomination and Remuneration Committee” 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 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 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 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.

EL Audit Committee:

The existing ‘Audit 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 ‘Terms 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 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 ‘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, 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 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 (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 ‘of 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. 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 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-the–trainer" 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 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 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 –COMPANIES 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

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