Home  »  Company  »  WPIL Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of WPIL Ltd.

Mar 31, 2014

The Directors of the Company have the pleasure in presenting their 60th Annual Report on the business and operations of the Company for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS (STANDALONE)

2013-14 2012-13

(Rs. in Lacs) (Rs. in Lacs)

Total Income 27099.94 26946.00

Profit before interest, Depreciation and Taxation 3942.09 3901.26

Interest 1315.08 977.64

Depreciation 214.62 204.56

Profit before Taxation 2412.39 2719.06

Provision for Taxation 694.94 844.06

Profit after Taxation 1717.45 1875.00

Balance brought from previous year 2522.59 2369.86

Profit available for appropriation 4240.04 4271.86

Transfer to General Reserve 1500.00 1562.85

Proposed Dividend with Tax on Dividend 159.51 186.42

Balance available in surplus account in Balance sheet 2580.53 2522.59

OPERATIONS

The operations of the Company were again consistent in the face of poor external environment. It was quite creditable to maintain revenues and bottom line in a situation with severe deterioration in infrastructural and industrial environment coupled with liquidity crunch and high interest rates. The Company retained focus on margins even at the expense of growth. It is also commendable that the performance has been consistent across all divisions of the Company establishing maturity in operations. The Company has been constantly moving up the value-chain with a focus on delivering superior quality products and services in India and abroad. The Company re-committed its strategies and organisational architecture to aggressively drive and maintain profitability across all business verticals. The Operational Results demonstrate Company''s ability to identify, nurture and sustain growth opportunities resulting a strong platform for future growth. Market expansion, infrastructural resources, technical capabilities and domain expertise acquired over several years continues to be the growth engine of the Company. The Company has created a reliable and well-known brand which has immensely contributed to the continuance of consistent growth over the past few years.

While the Company is strongly positioned in its traditional area of manufacturing sophisticated pumps, spares and turnkey execution of water handling projects, its capabilities have strengthened significantly. As a result the Company today serves markets that are much larger than ever before. The Company unique ability in providing innovative technology has resulted in becoming a market leader in it''s carefully business segments in India and a major player in international markets for its outstanding business performance. The Company has been able to leverage cutting-edge technology through its in-house Research and Development. This has paid rich dividends and resulted in increased business, improving the Company''s position further, in the markets its serves. The Company is in a position of remarkable strength, in the select high growth verticals-irrigation, power, Oil & Gas and industrial sectors. The Company with a view to further strengthen its business and offerings continues to be in the lookout acquiring companies, key technologies and assets of reputed companies.

DIVIDEND

After considering the performance for the year, cash flow and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of two rupees per share forthe year ended31st March 2014.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 19th July 2014 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Government through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land..

Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchanges wherein the Company''s shares are listed. Aseparate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts on going concern basis; and

(v) Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under the Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013, Mr.V.N.Agarwal retires by rotation and, being eligible, offers himself for re-appointment.

AUDITORS

Messers. V.Singhi & Associates, Chartered Accountants retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of Directors recommended the re- appointment of Messers. V.Singhi & Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. Messers. V.Singhi & Associates, Chartered Accountants confirmed their eligibility and willingness to continue to act as Statutory Auditors of the Company for the financial year 2014-15, if re-appointed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Information under section 217( 1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the company are furnished in Annexure-A which forms a part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Acts, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not being furnished since there was no employee during the year who was in the receipt of remuneration exceedingthe prescribed limit.

CODEOFCONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Clause 49 of the Listing Agreements with Stock Exchanges, This code of conduct applies to Board members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2013-14 have been obtained from all Board members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this code during the year under review by all Board members and Senior management personnel has been given by the Managing Director of the Company which accompanies this report.

DEMATERIALIZATION OF SHARES

The company''s shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the company''s shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 97.07% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March 2014.

FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company along with those of its subsidiaries and joint Venture Companies prepared as per Accounting Standards AS-21 and AS-27 issued by the Institute of Chartered Accountants of India form a part of the Annual Report. Pursuant to General Circular No. 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs has provided an exemption from complying with the section 212 of the Companies Acts, 1956, provided such Company publishes the audited consolidated financial statements in the Annual Report. Accordingly, Annual Report 2013-2014does not contain financial statements of the subsidiaries.

COST AUDIT

The Company had appointed M/s. D.Radhakrishnan & Co.,Cost Accountants as the Cost Auditors of the Company for the financial year 2012-13 under Section 233(B) of the Companies Act, 1956 to conduct Cost Audit relating Cost records maintained by the Company under section 209(1) (d) of the Companies Act, 1956. The Cost Auditor had filled the Cost Audit Report on 27.09.2013 against due date on 30.09.2013.

INVESTOR SERVICES

In compliance to the requirements of newly inserted Clause 54 of the Listing Agreements with Stock Exchanges, the Company has dedicated a separate page for Investors Services in its Website www.wpil.co.in . This page contains prescribed particulars for the information of Investors. The Company would keep on updating these particulars as and when necessary.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from the Central Government, various State Governments and Government undertakings, Banks, financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

Place : Kolkata PAGARWAL Managing Director

Date : 21st May, 2014 K. K. GANERTWALA Executive Director


Mar 31, 2013

The Directors of the Company have the pleasure in presenting their 59th Annual Report on the business and operations of the Company for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS (STANDALONE)

2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Total Income 26946.00 30302.63

Profit before interest, Depreciation and Taxation 3901.26 3949.95

Interest 977.64 788.66

Depreciation 204.56 197.49

Profit before Taxation 2719.06 2963.80

Provision for Taxation 844.06 979.06

Profit after Taxation 1875.00 1984.74

Balance brought from previous year 2396.86 2097.31

Profit available for appropriation 4271.86 4082.05

Transfer to General Reserve 1562.85 1500.00

Proposed Dividend with Tax on Dividend 186.42 185.19

Balance available in surplus account in Balance sheet 2522.59 2396.86

OPERATIONS

The operational activities of the Company continues to be consistent and balanced during the year under review amidst slow economic activities and down trend of domestic business environment. The turnover registered marginal drop compared to last year due to conscientious monitoring and withholding of dispatch to certain customers for delay in execution and clearing dues following liquidity tightness. The major focus is to build up new business domestically and internationally and thereby increase inherent strength within the sphere of its traditional area of business in manufacturing pumps and spares and providing pumping system to its domain markets of power, irrigation, municipal and Industries. The recent acquisition of Mody Pumps will allow the Company to have an access in the field of dewatering sewage submersible which will further strengthen its product offering in the market place. With its ever increasing capabilities, including strong track record, cutting-edge technologies, world class partner and tremendous domain expertise, the Company is very well positioned today to manufacture and offer large pumps with superior technologies that meets the global standard. Further with the acquisition of technology from globally reputed Company, strong order book, and increased availability of infrastructural resources, the Company stands committed to lay emphasis to enhance its market shares and further strengthen its offerings on conscious monitoring on both quality and cost front.

The decline in profit over the last year is primarily attributable to the drop in turnover due to deterioration of domestic business environment for capital goods combined with credit crisis which necessitated imposition of restriction on supplies and increase in other items of cost.

DIVIDEND

After considering the performance for the year, cash flow, erosion of General Reserve for the performance of the past and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of two rupees per share for the year ended 31st March 2013.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 25th July 2013 or to their mandates subject however, to the provisions of Section 206A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Government through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.

Necessary measures have been adopted to comply with the requirements of the Listing Agreement with Stock Exchanges wherein the Company''s shares are listed. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts on going concern basis; and

(v) Both, the Managing Director and Executive Director have furnished the necessary certifications to the Board on these financial statements as required under the Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DIRECTORS

In accordance with the provisions of the Company''s Article of Association Mr. V.N.Agarwal and Mr. Binaya Kapoor retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

Messers. V.Singhi & Associates, Chartered Accountants retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of Directors recommended the re- appointment of Messers. V.Singhi & Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. Messers. V.Singhi & Associates, Chartered Accountants confirmed their eligibility and willingness to continue to act as Statutory Auditors of the Company for the financial year 2013-14, if re-appointed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies(Disclosures of particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the company are furnished in Annexure-A which forms a part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Acts, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not being furnished since there was no employee during the year who was in the receipt of remuneration exceeding the prescribed limit.

CODE OF CONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Clause 49 of the Listing Agreements with Stock Exchanges, This code of conduct applies to Board members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2012-13 have been obtained from all Board members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this code during the year under review by all Board members and Senior management personnel has been given by the Managing Director of the Company which accompanies this report.

DEMATERIALIZATION OF SHARES

The company''s shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the company''s shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 96.65% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March 2013.

FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company along with those of its subsidiaries and joint Venture Companies prepared as per Accounting Standards AS-21 and AS-27 issued by the Institute of Chartered Accountants of India form a part of the Annual Report. Pursuant to General Circular No. 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs has provided an exemption from complying with the section 212 of the Companies Act, 1956, provided such Company publishes the audited consolidated financial statements in the Annual Report. Accordingly, Annual Report 2012-13 does not contain financial statements of the subsidiaries.

COST AUDIT

The Company had appointed M/s. D.Radhakrishnan & Co.,Cost Accountants as the Cost Auditors of the Company for the financial year 2011-12 under Section 233(B) of the Companies Act, 1956, to conduct Cost Audit relating to cost records maintained by the Company under section 209(1) (d) of the Companies Act, 1956. The Cost Auditor had filled the Cost Audit Report on 04.01.2013 against due date on 28.02.2013.

INVESTOR SERVICES

In compliance to the requirements of newly inserted Clause 54 of the Listing Agreement with Stock Exchanges, the Company has dedicated a separate page for Investors Services in its Website www.wpil.co.in. This page contains prescribed particulars for the information of Investors. The Company keeps on updating these particulars as and when necessary.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co- operation received from the Central Government, various State Governments and Government undertakings, Banks, financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

P. AGARWAL

Managing Director

Place : Kolkata

Date : 13th May, 2013 K. K. GANERIWALA

Executive Director


Mar 31, 2012

The Directors of the Company have the pleasure in presenting their 58th Annual Report on the business and operations of the Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

2011-12 2010-11

(Rs. in Lacs) (Rs. in Lacs)

Total Income 30302.63 21983.37

Profit before interest, Depreciation and Taxation 3949.95 2907.59

Interest 788.66 428.80

Depreciation 197.49 170.59

Profit before Taxation 2963.80 2308.20

Provision for Taxation 979.06 734.88

Profit after Taxation 1984.74 1573.32

Balance brought from previous year 2097.31 1709.18 (including excess provision of tax on Dividend written back for F.Y.2010-11)

Profit available for appropriation 4082.05 3282.50

Transfer to General Reserve 1500.00 1000.00

Proposed Dividend with Tax on Dividend 185.19 185.81

Balance Carried forward to Balance Sheet 2396.86 2096.69

OPERATIONS

The Company crossed the milestone of Rs.300 crores in revenue and achieved higher profitability in the financial year 2011-12 with the overall improvement of its operational activities. The growth of operational activities of the Company continues to be consistent and balanced during the year under review amidst slow economic activities and downtrend of domestic business environment. The Company remains strongly positioned in its traditional areas of business in manufacturing of pumps and providing pumping systems to its target markets of Power, Industry, Municipal and Irrigation and simultaneously build new business domestically and internationally. The Company has achieved major landmarks in designing and supplying large critical pumps using different technologies such as duplex pumps for sea water applications, concrete volute pumps and water turbines. With the strong order book, increased availability of infrastructural resources and access to new global markets, the Company stands committed to continue its growth and strengthen its position in the market by providing greater value for its shareholders. The Company's global acquisitions, partnerships and collaborations have helped the Company to develop a comprehensive understanding of international geography, evolving technologies and move up the value chain and become a premium supplier of choice.

The standalone revenue of the Company registered steady growth and was Rs.3006.60 Millions for the year ended 31st March, 2012 as against Rs. 2194.86 Millions in the previous year signifying a growth of 36.98%. The standalone net profit after tax for the year ended 31st March,2012 was at Rs. 198.47 Millions as against Rs. 157.33 Millions in the previous accounting year reflecting a increase of 26.15%. Earnings per share grew by 26.13 % to Rs 24.91 from Rs.19.75 of last year. This growth in profits is a result of execution of orders with higher value addition primarily from project division in Irrigation and Power sectors and due to capacity expansions previously undertaken. The Company intends to further consolidate its market presence and increase its market share on the back of clear marketing strategies and enhanced manufacturing capacities.

DIVIDEND

After considering the performance for the year, cash flow, erosion of General Reserve for the performance of the past and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of two rupees per share for the year ended 31st March, 2012.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 6th August, 2012 or to their mandates subject however, to the provisions of Section 206A of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by the Clause 49 of the Listing Agreement with Stock Exchanges, the Management discussion and analysis report during the year under review is appended below:-

A. BUSINESS

The Company is engaged in the business of water handling - from supply of pumps to turnkey project execution. This includes supply of pumps of various types to the power sector / irrigation sector / water supply sector and industrial sector. Besides this, the Company provides turnkey execution for water handling projects in all the above sectors by leveraging its tremendous engineering capability and vast experience in the above fields.

B. BUSINESS ENVIRONMENT

Year 2011-12 was a tough year dominated by Euro crisis and its effect on economies all over the world including India. Globally there was less risk appetite and the pressure of financial tightness. In India, along with the global environment, we faced complete policy paralysis at both the political and bureaucratic levels. This was caused by series of scams and revelations which eroded the decision making process. As our Company deals with the Governments in both the Municipal and Irrigation sectors, a large number of decisions were pending leading to a shortage of orders in the market. Furthermore, the power sector which had been robust till 2010-11 was plagued by coal supply issues on one end and deteriorating financial health of State Electricity Boards on the other end. The cumulative effects of these lead to less availability of orders. However, the Company's strength and product superiority allowed it to achieve a rapid growth in 2011-12 and provide a strong order book for 2012-13. The Company is enhancing its International business to counter this situation and expects exports to double in the present financial year. Furthermore, the Company is focused on de-risking its business by growing its exports to 25% and gaining substantial portion to its consolidated revenue from its international business.

C. OPERATIONAL REVIEW

The operational performance of the Company was commendable in line with its budget with all 3 divisions achieving large growth in revenues. The strong order book and previous investments in infrastructure allowed the Company to achieve these targets. Most of the sales were achieved through the Power and Irrigation sectors wherein large number of pumps were supplied to NTPC, State Electricity Boards and private producers. The Company continues to have a strong order book to support its growth.

Engineered Pump Division

This division achieved strong growth in its revenues based on the supply of large engineered pumps / concrete volute pumps/water turbines to the Power and Irrigation sector. The division has established itself as a vendor of choice for critical applications and should see constantly increasing revenues. The division is supplementing its Kolkata facilities with a new facility at Nagpur which would be commissioned by June, 2013. This facility would greatly enhance its capacity and increase its test capability in line with the largest in the world.

Standard Pump Division

This division achieved nearly 50% growth in its revenues with greatly enhanced throughput. Most of these supplies were for the Power and Industrial sector where again the Division is slowly becoming a dominant player. Large investments previously made have allowed this growth in numbers. The extremely strong order book augurs to a continued robust growth in both numbers and revenues.

Importantly the foundry at the division has been expanded with the addition of new induction furnaces and the expansion when complete will have increased capacity by 50% while reducing pollution emission levels by 80%. Infrastructure Division

The division performed extremely well with a 50% jump in revenues and good progress on all project sites. The strong team dealt with this growth extremely well and brought most of the projects to completion. Large scale piping works and civil construction was undertaken successfully by the division at its sites. The division has gained hugely in capability and is a strong contender in this segment of the business. Most of the sales were for Power and Irrigation sector.

WPIL International Business

The various International businesses of the Company are a major strength and de-risks the business from domestic vagaries. The Company, through its International subsidiary, WPIL International, has made acquisitions globally. The Company found good opportunity to enhance its technical competence, expand its product range and grow its global footprint by acquiring the prestigious business in United Kingdom and Australia.

Mathers Foundry in United Kingdom is the 200 year old Company with cutting edge technology supplying castings to the pump industry for nuclear and oil & gas. The business of this Company would add greatly to WPIL's competency as a pump supplier besides providing a source of supplier of high end castings with nuclear and Norsok approvals. The business has stabilized and is looking very prospective for the future.

Sterling Pumps, Australia is a strong player in Australian oil & gas industry besides supplying to other sectors. Our holding in this Company brings great benefits and allowing its supplies to off-shore platforms of SHELL, CAIRNS and CHEVRON. Furthermore, WPIL's access to markets in Australia is very encouraging for its export business.

WPIL Thailand : Our Thai joint venture established a strong footing in the Thai industry and irrigation sector and should enhance Company's exports. The joint venture has started off on a strong footing and should grow more in the coming years.

D. FUTURE OUTLOOK

The Company, being one of the leaders in pump industry has tremendous potential for further growth both in domestic and international operations. The Company has outlined the growth plan of all the aforesaid divisions to cater to the growing need for its products and services. All divisions are evidencing good order backlog which should translate into higher sales and increased profitability in the future. With the creation of new market in the international sphere and improvement of existing market share of its product and service, the Company is expected to post higher revenue in the coming year amidst decelerated market trend. However the Company is consciously honing its marketing strategies with focus to enhance global print which will supplement its domestic operations.

E. OPPORTUNITIES AND THREAT, RISK AND CONCERNS.

WPIL has strengthened itself with necessary manufacturing infrastructure and financial health to be a very strong Company in its sector. Its products have a technical edge in the market and are the preferred choice of its customers.

Along with this its support services and team of competent, qualified and experienced personnel command great respect in the market place. A combination of such strong qualities should help to maintain its growth in the recent past.

The biggest concern are the volatile raw material prices and impact of surging inflation on the other item of inputs.

This increase in commodity prices combined with uncertain availability threaten to affect dispatches and profitability.

F. INTERNAL CONTROL SYSTEM

The Company has a well-structured Internal Control Mechanism and the same is monitored by the Internal Audit conducted by external professional audit firm, which independently reviews and strengthens the control measures.

The internal audit teams regularly briefs the management and the Audit Committee on their findings and also recommends the steps to be taken with regard to deviations if any.

G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.

The Company lays significant importance for all round developments of its Human Resources with special emphasis to train the employees at all levels to enhance their effectiveness in their contribution to the overall performance of the Company through skill up-gradation, knowledge improvement and attitudinal change. These enable the employees at all levels to cope with the competitive environment through which the Company is passing at present and to achieve the desired corporate objective.

The industrial relations climate in the Company continued to remain harmonious and cordial. The Company has a vibrant atmosphere and able to face challenges of economic downturn with fortitude. Various welfare measures and recreational activities are also being continued side-by-side of production to maintain such relations.

The Company had 430 employees on the roll at the end of the year under review as against 421 last year.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Government through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.

Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchanges wherein the Company's shares are listed. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts ongoing concern basis; and

(v) Both, the Managing Director and General Manager (Finance) and Company Secretary have furnished the necessary certification to the Board on these financial statements as required under the Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DIRECTORS

In accordance with the provisions of the Company's Article of Association Mr. Samarendra Nath Roy and Mr. Shyamal Mitra retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Messers. V.Singhi & Associates, Chartered Accountants retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of Directors recommended the re-appointment of Messers. V.Singhi & Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. Messers. V.Singhi & Associates, Chartered Accountants confirmed their eligibility and willingness to continue to act as Statutory Auditors of the Company for the financial year 2012-13, if re-appointed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988-

Information under section 217(l)(e) of the Companies Act, 1956 read with the Companies(Disclosures of particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the company are furnished in Annexure-A which forms a part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Acts, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not being furnished since there was no employee during the year who was in the receipt of remuneration exceeding the prescribed limit.

CODE OF CONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Clause 49 of the Listing Agreements with Stock Exchanges. This code of conduct applies to Board members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2011-12 have been obtained from all Board members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this code during the year under review by all Board members ' and Senior Management personnel has been given by the Managing Director of the Company which accompanies this report.

DEMATERIALIZATION OF SHARES

The company's shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the company's shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 96.51 % of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2012.

FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company along with those of its subsidiaries and joint Venture Companies prepared as per Accounting Standards AS-21 and AS-27 issued by the Institute of Chartered Accountants of India form a part of the Annual Report. Pursuantto General Circular No. 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs has provided an exemption from complying with the section 212 of the Companies Act, 1956, provided such Company publishes the audited consolidated financial statements in the Annual Report. Accordingly, Annual Report 2011-12 does not contain financial statements of the subsidiaries.

COST AUDIT

The Company had appointed M/s. D.Radhakrishnan & Co.,Cost Accountants as the Cost Auditors of the Company for the financial year 2010-11 under Section 233(B) of the Companies Act, 1956 to conduct Cost Audit relating to Cost records maintained by the Company under section 209(1) (d) of the Companies Act, 1956. The Cost Auditor had filled the Cost Audit Report on 27.09.2011 against due date on 30.09.2011.

INVESTOR SERVICES

In compliance to the requirements of newly inserted Clause 54 of the Listing Agreements with Stock Exchanges, the Company has dedicated a separate page for Investors Services in its Website www.wpil.co.in . This page contains prescribed particulars for the information of Investors. The Company would keep on updating these particulars as and when necessary.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

Place : Kolkata P.AGARWAL Managing Director Date : 23rd June, 2012 K. K. GANERIWALA Executive Director


Mar 31, 2011

The Directors of the Company have the pleasure in presenting their 57th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

2010-11 2009-10 (Rs. in Lacs) (Rs. in Lacs)

Total Income 22531.48 21721.44

Profit before interest, Depreciation and Taxation 2907.59 2536.42

Interest 428.80 355.58

Depreciation 170.59 143.07

Profit before Taxation 2308.20 2037.77

Provision for Taxation 734.88 701.08

Profit after Taxation 1573.32 1336.69

Balance brought from previous year 1709.18 1058.91

Profit available for appropriation 3282.50 2395.60

Transferto General Reserve 1000.00 500.00

Proposed Dividend with Tax on Dividend 185.81 186.42

Balance Carried forward to Balance Sheet 2096.69 1709.18

OPERATIONS

The momentum of growth of operational activities of the Company continues unabated amidst difficult business environment and slow economic revival. The turnover posted was marginally higher over last year with good improvement in margin and profitability. The Company is primarily focused to strengthen its business with a clear strategy to lay emphasis on core competence and brand value. With a strong order book, increased availability of infrastructural resources, superior technology with domain expertise and improvement of value offering on both quality and cost fronts, the company stands committed to enhance its market share and deliver even greater value to all its stakeholders. Besides, the Company is consciously honing its marketing strategies with a focus to deliver on time more quality product to its customers in a bid to strengthen its brand value.

Total revenues of the Company for the year 2010-11 was Rs. 22531.48 lacs against Rs. 21721.44 lacs for the previous year ended March, 31, 2010. The Net profit after tax taxation was Rs. 1573.32 lacs as against Rs.1336.69 lacs in the previous year signifying a moderate growth of 17.70%. Earning per share grew by 17.70 % to Rs 19.75 from Rs. 16.78 of last year. This growth in profits is a result of execution of order with higher value addition from project division in Irrigation and Power sectors due to capacity expansions previously undertaken. The Company intends to further consolidate its market presence and increase its market share on the back of clear marketing strategies and enhanced manufacturing capacities.

DIVIDEND

After considering the performance for the year, cash flow, erosion of General Reserve for the performance of the past and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of two rupees per share for the year ended 31st March, 2011.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 28th July, 2011 or to their mandates subject however, to the provisions of Section 206A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Government through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.

Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchanges wherein the Companys shares are listed. A separate report on Corporate Governance adopted by the Company, which is given in Annexure - B, forms part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the Annual Accounts on going concern basis; and

(v) both, the Managing Director and General Manager (Finance) and Company Secretary have furnished the necessary certification to the Board on these financial statements as required underthe Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DIRECTORS

In accordance with the provisions of the Companys Article of Association, Mr. V.N.Agarwal and Mr. Binaya Kapoor retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

Messers. V.Singhi & Associates, Chartered Accountants retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of Directors recommended the re-appointment of Messers. V.Singhi & Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. Messers. V.Singhi & Associates, Chartered Accountants confirmed their eligibility and willingness to continue to act as Statutory Auditors of the Company for the financial year 2011-12, if re-appointed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the company are furnished in Annexure-A which forms a part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Acts, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not being furnished since there was no employee during the year who was in the receipt of remuneration exceeding the prescribed limit.

CODE OF CONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Clause 49 of the Listing Agreements with Stock Exchanges. This code of conduct applies to Board members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2010-11 have been obtained from all Board members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this code during the year under review by all Board members and Senior management personnel has been given by the Executive Director of the Company which accompanies this report.

DEMATERIALIZATION OF SHARES

The companys shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the companys shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 96.40% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2011.

AUTHENTICATION OF BALANCE SHEET AND PROFIT AND LOSS ACCOUNT.

The year-end Balance Sheet and Profit & Loss Account of the Company could not be signed by the Managing Director as he was in abroad on the date of the Board Meeting in which the accounts of the Company were approved. The Board of Directors at their Meeting held on 17th May, 2011 authorised Mr.V.N. Agrarwal, Director and Mr. K.K. Ganeriwala, Executive Director, to sign the year-end accounts of the Company on behalf of the Board.

COST AUDIT

The Company had appointed M/s. D. Radhakrishnan & Co.,Cost Accountants as the Cost Auditors of the Company for the financial year 2009-10 under Section 233(B) of the Companies Act, 1956 to conduct Cost Audit relating Cost records maintained by the Company under section 209(l)(d) of the Companies Act, 1956. The Cost Auditor had filled the Cost Audit Report on 28.09.2010 against due date on 30.09.2010.

INVESTOR SERVICES

In compliance to the requirements of newly inserted Clause 54 of the Listing Agreements with Stock Exchanges, the Company has dedicated a separate page for Investors Services in its Website www.wpil.co.in. This page contains prescribed particulars for the information of Investors. The Company would keep on updating these particulars as and when necessary.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation forthe unstintedsupportand co-operation received from the Central Government, various State Governments and Government undertakings, Banks, financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

V.N.AGARWAL Director

Place : Kolkata Date 17th May 2011 KK. GANERIWALA Executive Director


Mar 31, 2010

The Directors of the Company have the pleasure in presenting their 56th Annual Report on the business and operations of the Company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

2009-10 2008-09 (Rs. in Lacs) (Rs. in Lacs) Total Income 21721.44 16606.99 Profit before Interest, Depreciation and Taxation 2536.42 1731.19 Interest 355.58 411.79 Depreciation 143.07 115.67 Profit before Taxation 2037.77 1203.73 Provision for Taxation 701.08 375.85 Profit after Taxation 1336.69 827.8S Balance brought from previous year 1058.91 524.24 Profit available for appropriation 2395.60 1352.12 Transfer to General Reserve 500.00 200.00 Proposed Dividend with Tax on Dividend 186.42 93.21 Balance Carried forward to Balance Sheet 1709.18 1058.91

OPERATIONS

The Company crossed the milestone of Rs. 200 Crores in revenue and achieved higher profitability in the Financial year 2009-10. The growth continues to be balanced across the 3 divisions with the Project Division making the largest improvement. Furthermore, continued strong order booking assures future growth for the Companys business. Focus on enhancing infrastructure requirement is paying dividends in the form of enhanced production allowing the Company to further improve deliveries. The vertical integration of the Company into a solution provider provides both interesting opportunities and value added services.

The Company is primarily focused to strengthen its business and move up the value chain, thereby delivering enhanced value to its customers and other stakeholders. The Company was able to achieve above remarkable growth even amidst difficult environment, giving its confidence to show better results as the economic revival gathers momentum. With the economic outlook turning positive and further emphasis laid by the Government on expansion of power and irrigation sector, the Company will be better placed to deliver even greater value to all its stakeholders. The Company is consciously honing its marketing strategies with a focus to deliver on time more quality product to its customers in a bid to strengthen its brand value.

Total revenues of the Company for the year 2009-10 was 21721.44 lacs representing a growth of 30.80% (Rs. 16606.99 lacs for the previous year ended March, 31, 2009). The Net profit after tax taxation was Rs. 1336.69 lacs as against Rs. 827.88 lacs in the previous year signifying a robust growth of 61.46%. Earning per share grew by 61.50% to Rs. 16.78 from Rs. 10.39 of last year. This growth in sales and profits is a result of greater volumes achieved due to capacity

expansions previously undertaken. This growth is also due to enhanced market penetration in the Irrigation and Industrial sector along with the growth of the Project division. The Company intends to further consolidate its market presence and increase its market share on the back of clear marketing strategies and enhanced manufacturing capacities. It is to be noted that considerable capital investment has been made this year to create these capacities.

DIVIDEND

After considering the performance for the year, cash flow, erosion of General Reserve for the performance of the past and necessity to augment its working capital to sustain the growth of activities in the coming year, the Directors of the Company are pleased to recommend dividend of two rupees per share for the year ended 31st March, 2010.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on 23rd July, 2010 or to their mandates subject however, to the provisions of Section 206A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.

Necessary measures have been adopted to comply with the requirements of the Listing Agreement with Stock Exchanges wherein the Companys shares are listed. A separate report on Corporate Governance adopted by the Company, which is given in Annexure-C. forms part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts on going concern basis; and

(v) Both, the Managing Director and General Manager (Finance) and Company Secretary have furnished the necessary certification to the Board on these financial statements as required under the Clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the Company are listed.

DIRECTORS

In accordance with the provisions of the Companys Articles of Association Mr. S. N. Roy and Mr. Shyamal Mitra retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

Messers. V. Singhi & Associates, Chartered Accountants retire as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of Directors recommended the re- appointment of Messers. V. Singhi & Associates, Chartered Accountants as Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. Messers. V. Singhi & Associates, Chartered Accountants confirmed their eligibility and willingness to continue to act as Statutory Auditors of the Company for the financial year 2010-11, if re-appointed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Information under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign

Exchange Earnings and Outgo so far as is applicable to the company are furnished in Annexure-A which forms a part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Acts. 1956 read with the Companies (Particulars of Employees) Rules, 1975. as amended, are furnished in Annexure-B which forms a part of this Report.

CODE OFCONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Clause 49 of the Listing Agreements with Stock Exchanges, This code of conduct applies to Board members and Senior Management personnel of the Company. Confirmations towards adherence to the code during the Financial year 2009-10 have been obtained from all Board members and Senior Management personnel in terms of the requirements of Clause 49 of the Listing Agreement and a declaration relating to compliance to this code during the year under review by all Board members and Senior Management personnel has been given by the Managing Director of the Company which accompanies this report.

DEMATERIALIZATION OF SHARES

The Companys shares are under transfer-cum-demat option. Shares of the Company can only be traded in dematerialized form. You have the option to hold the Companys shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 96.21% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2010.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from the Central Government, various State Governments and Government undertakings, Banks, financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

P.AGARWAL Managing Director Place : Kolkata Date : 30th April, 2010 K.K.GANER1WALA Executive Director

 
Subscribe now to get personal finance updates in your inbox!