Mar 31, 2018
The directors have pleasure in presenting the 10th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2018.
1. Financial Results
(Rs.)
Particulars |
2017-18 |
2016-17 |
Total Income |
1,37,33,999 |
85,59,181 |
Expenditure |
(1,11,73,846) |
(80,36,948) |
Profit after taxation |
25,60,153 |
5,22,233 |
Other Comprehensive Income (Net of Tax) |
45,59,31,526 |
4,54,84,456 |
Total Comprehensive Income |
45,84,91,679 |
4,60,06,689 |
2. Performance
During the year under review, the Company prepared its Financial Statements in compliance with IND AS.
The Company fared better in its business and its total income increased by over 60% as compared with last year.
The management is hopeful that the Company will be able to improve its performance in the years ahead.
3. Reserves & Dividend
The Company has not transferred any amount to reserve. In view of the accumulated losses, your directors do not recommend any dividend for the financial year ended March 31, 2018.
4. Internal controls
The Board had laid down internal financial controls to be followed by the Company which are commensurate with the size, scale and complexity of its business and such internal financial controls are adequate and were operating effectively within the meaning of the explanation of Section 134(5)(e) of the Companies Act, 2013.
5. Deposits
The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.
6. Associate Company
There was no change in the associate company as at the beginning and end of the year under report.
7. Auditors
i) Statutory Auditors
M/s. P Y S & Co., LLP, Chartered Accountants (Firm Registration No. 012388S) (Formerly known as M/s. P Y S & Co.), who have been appointed up to the conclusion of the 12th Annual General Meeting, subject to ratification by the Members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to ratify their appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.
ii) Secretarial Auditors
The Board of Directors has re-appointed M/s. S. S. Risbud & Co., Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2018-19.
8. Auditors'' Report
i) Statutory Auditors'' Report
The Auditors'' observation, if any, read with Notes to Accounts are self-explanatory and therefore, do not call for any comment.
ii) Secretarial Audit Report
Secretarial Audit Report given by M/s. S. S. Risbud & Co., Company Secretaries is annexed with the report as Annexure 1.
9. Share Capital & Listing
i) Issue of equity shares with differential rights
The Company has not issued shares with differential rights and hence, disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.
ii) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Outstanding Balance in the suspense account lying at the beginning of the year |
Number of shareholders who approached issuer for transfer of shares from suspense account during the year |
Transferred/Credited during the year |
Balance outstanding |
||||
No. of |
No. of |
No. of |
No. of |
No. of |
No. of |
No. of |
No. of |
shareholders |
Shares |
shareholders |
Shares |
shareholders |
Shares |
shareholders |
Shares |
1,010 |
4,568 |
4 |
17 |
4 |
17 |
1,006 |
4,551 |
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
iii) Listing with the stock exchanges
The Company''s equity shares are listed on the BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2018-19 have been paid to BSE and NSE.
10. Extract of the annual return
An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 2.
11. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Your Company does not carry any activity which is covered under Section 134(3)(m) of the Companies Act, 2013 and applicable rules and accordingly no data needs to be provided in this regard.
12. Directors and Key Managerial Personnel
i) Changes in Directors and Key Managerial Personnel
Since the last report, no change in Key Managerial Personnel of the Company took place.
Mr. L. T. Hotwani is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment by the Board.
Details about the director being re-appointed is given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.
ii) Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an Independent Director.
iii) Formal Annual Evaluation
As done last year, this year also, the Company followed the same evaluation process with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board etc. which was in line with the SEBI Guidance Note on Board Evaluation dated January 5, 2017. The evaluation process invited, through IT enabled platform, and graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2017-18, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated all non-independent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and the Board evaluated performance of the independent directors, the Board itself, the Chairman, the Committees of the Board, the information provided to the Board. All results were satisfactory.
13. Number of meetings of the Board of Directors
The Company''s Board consists of eminent persons with considerable professional expertise and experience thereby ensuring the best interest of stakeholders and the Company. The Board comprises of 4 Directors out of which 3 are Independent Directors.
The composition and category of directors and relevant details relating to them are given below:
Name of Director |
Category |
Board Meetings Attended during the Year 2017-18 |
Attendance at the Last AGM |
Mr. L. T. Hotwani |
NE |
5/5 |
No |
Mr. Atul Desai |
NE, I |
5/5 |
No |
Mr. Raj Kumar Jain |
NE, I |
5/5 |
Yes |
Ms. Mala Todarwal |
NE, I |
4/5 |
No |
Abbreviations:
I = Independent, NE = Non-Executive Director
5 meetings of the Board of Directors were held during the financial year 2017-18 on the following dates: May 08, 2017, August 11, 2017, September 13, 2017, December 12, 2017 and February 13, 2018.
In addition to the above, a meeting of the Independent Directors was held on March 26, 2018 in compliance with the Section 149(8) read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.
It is confirmed that there is no relationship between the directors inter-se.
14. Audit Committee
The Committee comprises of 3 non-executive independent directors having accounting and finance back-ground. The composition of the Committee and attendance of the members is given hereunder:
Name of the Member |
Member / Chairman |
Number of Meetings Attended |
Mr. Rajkumar Jain |
Chairman |
5/5 |
Mr. Atul Desai |
Member |
5/5 |
Ms. Mala Todarwal |
Member |
4/5 |
The Company Secretary of the Company acted as the Secretary of the Committee.
5 meetings of the Audit Committee of the Board of Directors were held during the financial year 2017-18 on following dates: May 08, 2017, August 11, 2017, September 13, 2017, December 12, 2017 and February 13, 2018.
None of recommendations made by the Audit Committee were rejected by the Board.
Terms of reference -
The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under the Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.
15. Nomination and Remuneration Committee
The Company had constituted the Nomination and Remuneration Committee consisting of non-executive independent directors. During the year under review, 2 meetings of the Committee were held on May 08, 2017 and December 12, 2017.
Terms of reference -
To recommend appointment of, and remuneration to, directors, Key Managerial Personnel and Senior Management Personnel and review thereof from time to time.
Composition of the Committee -
The Committee comprises of 3 non-executive independent directors as on date of this Report viz. Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.
Remuneration Policy -
The Company follows a policy on remuneration of directors and senior management employees and the salient features thereof are as under:
Appointment of Directors -
- While identifying persons who may be appointed directors, the Committee shall consider business of the Company, strength, weakness, opportunity and threats to company''s business, existing composition of the board of directors, diversity, skills, expertise of existing directors and background, skills, expertise, reputation and qualification possessed by persons being considered, specific requirements under Companies Act, 2013, standard listing agreement and any other laws as to composition of the Board.
- While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors âIndependently'' and avoid any conflict of interest, obligations, pressure from other Board members, KMPs, senior management and other persons associated with the Company.
Remuneration of directors, Key Managerial Personnel, Senior Management Personnel -
- The remuneration to executive directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider top industry indicators, requirements of role, qualification and experience of candidate, expected contribution of executive to the profitability challenges specific to the Company and such other matters as the Committee may deem fit. The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed pay. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent.
- The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee and by the shareholders.
- The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed '' 1,00,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
- The Non-Executive Directors may be paid commission after complying with required provisions of the Companies Act, 2013.
Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, to the growth of business, profitability, company potentiality and critical role played / initiatives taken while considering pay hike / increment to the concerned executives.
16. Establishment of vigil mechanism for directors and employees
The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee and no personnel have been denied access to the Audit Committee.
17. Particulars of contracts or arrangements with related parties
A related party transaction that was entered into during the year under report was on an arm''s length basis and was in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A related party transaction was entered into because of mutual need and to serve mutual interest. Except for this, sitting fees to independent directors, related party transaction listed in the financial statements, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The requirement of Form AOC-2 is not applicable to the Company.
18. Loans, Guarantees and Investments
The Company during the Financial Year under review has not given any loans, guarantees, security or made any investments requiring members'' approvals under section 186 of the Companies Act, 2013.
19. Managerial Remuneration
No remuneration or perquisite was paid to, and no service contract was entered into with, but the sitting fees were paid to, the following independent directors for attending meetings of Board / Committees of the Board for the Financial Year ended 31.03.2018 are as under:
Sr. No. |
Name of the Director |
Sitting Fees (Rs.) |
1 |
Mr. Atul Desai |
1,68,000 |
2 |
Mr. Rajkumar Jain |
1,89,000 |
3 |
Ms. Mala Todarwal |
1,44,500 |
The above mentioned sitting fees paid to the independent directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees.
None of the directors had any transaction with the Company.
20. Shareholding of the Directors of the Company as on March 31, 2018
As on March 31, 2018, none of the directors held any shares in the Company.
21. Management Discussion and Analysis
A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report Directors'' Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby 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 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 the Companies Act, 2013 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. being a listed company, 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.
22. Miscellaneous
During the year under report, there was no change in the general nature of business of the Company.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
The Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.
23. Acknowledgements
Your Directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers, and the shareholders. It will always be the Company''s endeavor to build and nurture strong relationship for mutual benefit.
For and on behalf of the Board of Directors
L. T. Hotwani Atul Desai
Director Director
Place: Mumbai DIN - 00007125 DIN - 00019443
Date: May 23, 2018
Mar 31, 2016
DIRECTORSâ REPORT
To,
The Members,
Welspun Investments and Commercials Limited
The directors have pleasure in presenting the 8th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2016.
1. Financial Results
(Rs,)
Particulars |
2015-16 |
2014-15 |
Income |
7,441,904 |
8,676,975 |
Expenditure |
6,451,637 |
8,075,405 |
Profit before taxation |
990,267 |
601,570 |
Excess / (short) provision of tax for earlier years |
Nil |
(94,100) |
Profit after taxation |
990,267 |
507,470 |
Profit available for appropriation |
990,267 |
507,470 |
Balance b/f for Previous Year |
(77,831,553) |
(78,339,023) |
Balance carried to Balance Sheet |
(76,841,286) |
(77,831,553) |
2. Performance
During the year, in view of the subdued trading business opportunities, the Company''s revenue from operations reduced by 15.89% whereas profitability from operations by and large remained unchanged. The overall profit was higher because of sale of investments. The management is hopeful that the Company will be able to achieve the trading business with the expected growth in business opportunities.
3. Dividend
In view of accumulated losses, your directors do not recommend any dividend for the financial year ended March 31, 2016.
4. Internal controls
The Board had laid down internal financial controls to be followed by the Company which are commensurate with the size, scale and complexity of its business and such internal financial controls are adequate and were operating effectively within the meaning of the explanation of Section 134(5)(e) of the Companies Act, 2013.
5. Deposits
The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.
6. Associate Company
There was no change in the associate company as at the beginning and end of the year under report.
7. Auditors
i) Statutory Auditors
M/s. P Y S & Co., Chartered Accountants (Firm Registration No. 012388S) (Formerly known as M/s. S P C & Co.), who have been appointed up to the conclusion of the 12th Annual General Meeting, subject to ratification by the Members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their re-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.
ii) Secretarial Auditors
The Board of Directors has re-appointed M/s. S. S. Risbud & Co., Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2016-17.
8. Auditors'' Report
i) Statutory Auditors'' Report
The Auditors'' observation read with Notes to Accounts are self-explanatory and therefore, do not call for any comment.
ii) Secretarial Audit Report
Secretarial Audit Report given by M/s. S. S. Risbud & Co., Company Secretaries is annexed with the report as Annexure 1.
9. Share Capital & Listing
i) Issue of equity shares with differential rights
The Company has not issued shares with differential rights and hence, disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.
ii) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Outstanding Balance in the suspense account lying at the beginning of the year |
Number of shareholders who approached issuer for transfer of shares from suspense account during the year |
Transferred/Credited during the year |
Balance outstanding |
||||
No. of shareholders |
No. of Shares |
No. of shareholders |
No. of Shares |
No. of shareholders |
No. of Shares |
No. of shareholders |
No. of Shares |
1,031 |
4,657 |
19 |
83 |
19 |
83 |
1,012 |
4,574 |
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
iii) Listing with the stock exchanges
The Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2015-16 have been paid to BSE and NSE.
10. Extract of the annual return
An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 2.
11. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Your Company does not carry any activity which is covered under Section 134(3)(m) of the Companies Act, 2013 and applicable rules and accordingly no data needs to be provided in this regard.
12. Directors and Key Managerial Personnel
i) Changes in Directors and Key Managerial Personnel
Since the last report, except for change in Key Managerial Personnel as detailed below, no change took place in the Board of Directors:
- Ms. Priya Pakhare - resigned from the position of Company Secretary w.e.f. November 30, 2015.
- Mr. Amol Nandedkar - appointed as Company Secretary w.e.f. February 1, 2016
Mr. L. T. Hotwani is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment by the Board.
Details about the director being re-appointed is given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.
ii) Declaration by Independent Directors
The independent directors on the Board of the Company met the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.
iii) Formal Annual Evaluation
The evaluation process was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within and effective functioning of the Board. The evaluation process invited, through IT enabled platform, graded responses to a structured questionnaire for each aspect of evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2015-16, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated no independent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and Board evaluated performance of the independent directors, the Board itself, the Chairman, the Committees of the Board, the information provided to the Board. All results were satisfactory.
13. Number of meetings of the Board of Directors
The Company''s Board consists of eminent persons with considerable professional expertise and experience thereby ensuring the best interest of stakeholders and the Company. The Board comprises of 4 Directors out of which 3 are Independent Directors.
The composition and category of directors and relevant details relating to them are given below:
Name of Director |
Category |
Board Meetings Attended during the Year 2015-16 |
Attendance at the Last AGM |
No. of other Directorships (as last declared to the Company) |
No. of Chairmanship(s)/ Membership (s) of Committees including other Public Ltd. Cos.@ (as last declared to the Company) |
||
Public |
Private |
Chairmanships |
Memberships |
||||
Mr. L. T. Hotwani |
NE |
4/4 |
No |
6 |
9 |
1 |
- |
Mr. Atul Desai |
NE, I |
2/4 |
No |
9 |
1 |
5 |
9 |
Mr. Raj Kumar Jain |
NE, I |
4/4 |
Yes |
5 |
1 |
2 |
4 |
Ms. Mala Todarwal |
NE, I |
4/4 |
No |
8 |
- |
3 |
9 |
@ Chairmanship/membership of the Audit Committee and the Share Transfer, Investors'' Grievance and Stakeholders'' Relationship Committee alone considered.
Abbreviations:
I = Independent, NI = Non Independent, NE = Non-Executive Director
4 meetings of the Board of Directors were held during the financial year 2015-16 on the following dates: May 14, 2015, July 31, 2015, October 31, 2015 and February 1, 2016.
In addition to the above, a meeting of the Independent Directors was held on March 17, 2016 in compliance with the Section 149(8) read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.
It is confirmed that there is no relationship between the directors inter-se.
14. Audit Committee
The Committee comprises 3 non-executive independent directors having accounting and finance back-ground. The composition of the Committee and attendance of the members is given hereunder:
Name of the Member |
Member / Chairman |
Number of Meetings Attended |
Mr. Rajkumar Jain |
Chairman |
4/4 |
Mr. Atul Desai |
Member |
2/4 |
Ms. Mala Todarwal |
Member |
4/4 |
The Company Secretary of the Company acted as the Secretary of the Committee.
4 meetings of the Audit Committee of the Board of Directors were held during the financial year 2015-16 on following dates: May 14, 2015, July 31, 2015, October 31, 2015 and February 1, 2016.
None of recommendations made by the Audit Committee were rejected by the Board.
Terms of reference -
The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under the Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.
15. Nomination and Remuneration Committee
The Company had constituted the Nomination and Remuneration Committee consisting of non-executive independent directors. During the year under review, 4 meetings of the Committee were held on May 14, 2015, July 31, 2015, October 31, 2015 and February 1, 2016.
Terms of reference -
To recommend appointment of, and remuneration to, directors, Key Managerial Personnel and Senior Management Personnel and review thereof from time to time.
Composition of the Committee -
The Committee comprises of 3 non-executive independent directors as on date of this Report viz. Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.
Remuneration Policy -
The Company follows a policy on remuneration of directors and senior management employees and the salient features thereof are as under:
Appointment of Directors -
- While identifying persons who may be appointed directors, the Committee shall consider business of the Company, strength, weakness, opportunity and threats to company''s business, existing composition of the board of directors, diversity, skills, expertise of existing directors and background, skills, expertise, reputation and qualification possessed by persons being considered, specific requirements under Companies Act, 2013, standard listing agreement and any other laws as to composition of the Board.
- While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors ''Independently'' and avoid any conflict of interest, obligations, pressure from other Board members, KMPs, senior management and other persons associated with the Company.
Remuneration of directors, Key Managerial Personnel, Senior Management Personnel -
- The remuneration to executive directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider top industry indicators, requirements of role, qualification and experience of candidate, expected contribution of executive to the profitability challenges specific to the Company and such other matters as the Committee may deem fit. The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed pay. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent.
- The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the NRC and by the shareholders.
- The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed '' 1,00,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
- The Non-Executive Directors may be paid commission after complying with required provisions of the Companies Act, 2013.
Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, to the growth of business, profitability, company potentiality and critical role played / initiatives taken while considering pay hike / increment to the concerned executives.
16. Establishment of vigil mechanism for directors and employees
The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee and no personnel have been denied access to the Audit Committee.
17. Particulars of contracts or arrangements with related parties
A related party transaction that was entered into during the year under report was on an arm''s length basis and was in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A related party transaction was entered into because of mutual need and to serve mutual interest. Except for this, sitting fees to independent directors, related party transaction listed in the financial statements, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The requirement of Form AOC-2 is not applicable to the Company.
18. Managerial Remuneration
No remuneration or perquisite was paid to, and no service contract was entered into with, but the sitting fees were paid to, the following independent directors for attending meetings of Board / Committees of the Board:
Sr. No. |
Name of the Director |
Sitting Fees (Rs,) |
1 |
Mr. Atul Desai |
72,000 |
2 |
Mr. Rajkumar Jain |
1,58,000 |
3 |
Ms. Mala Todarwal |
1,53,000 |
The above mentioned sitting fees paid to the independent directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees.
None of the directors had any transaction with the Company.
19. Shareholding of the Directors of the Company as on March 31, 2016
As on March 31, 2016, none of the directors held any shares in the Company
20. Management Discussion and Analysis
A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report
21. Miscellaneous
During the year under report, there was no change in the general nature of business of the Company.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
The Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.
22. Directors'' Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby 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 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 the Companies Act, 2013 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. being a listed company, 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.
Acknowledgements
Your Directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers and the shareholders. It will always be the Company''s endeavor to build and nurture strong relationship for mutual benefit.
For and on behalf of the Board of Directors
L. T. Hotwani Rajkumar Jain
Place: Mumbai Director Director
Date: May 6, 2016 DIN - 00007125 DIN - 00026544
Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 7th Annual Report of
your Company along with the Audited Financial Statements for the
financial year ended March 31, 2015.
1. Financial Results (Rs.)
Particulars 2014-15 2013-14
Income 8,676,975 11,232,152
Expenditure 8,075,405 129,811,043
Profit before taxation 601,570 (118,578,891)
Excess / (short) provision of tax for (94,100) Nil
earlier years
Profit after taxation Nil (118,578,891)
Profit available for appropriation 507,470 (118,578,891)
Balance b/f for Previous Year (78,339,023) 40,239,868
Balance carried to Balance Sheet (77,831,553) (78,339,023)
2. Performance
During the year, in view of subdued trading business opportunities, the
Company's revenue from operations reduced by 22.75%. Secondly the
trading margin was under pressure. These reasons, affected
profitability from the Company's operations. However, profit before tax
was positive compared to significant amount of loss in previous year
which was caused by impairment in value of investment. The management
is hopeful that the Company will be able to achieve the trading
business with the expected growth in business opportunities.
3. Dividend
In view of accumulated losses, your directors do not recommend any
dividend for the financial year ended March 31, 2015.
4. Internal controls
The Board had laid down internal financial controls to be followed by
the Company which are commensurate with the size, scale and complexity
of its business and such internal financial controls are adequate and
were operating effectively within the meaning of the explanation of
Section 134 (5) (e) of the Companies Act, 2013.
5. Deposits
The Company has not accepted any deposit within the meaning of the
Chapter V to Companies Act 2013. Further, no amount on account of
principal or interest on deposit was outstanding as at the end of the
year under report.
6. Associate Company
There was no change in the associate company as at the beginning and
end of the year under report.
7. Auditors
i) Statutory Auditors
M/s. Suresh Surana & Associates LLP, Chartered Accountants, the
Auditors retire at the conclusion of the forthcoming Annual General
Meeting and have expressed their unwillingness to be reappointed for a
further term.
Hence, the Board of Directors, based on recommendation of the Audit
Committee, propose the appointment of M/s. S P C & Co., Chartered
Accountants (Firm Registration No. 012388S) as the Statutory Auditors
of the Company to hold office upto the conclusion of the 12th Annual
General Meeting in place of retiring Auditors, M/s. Suresh Surana &
Associates LLP, Chartered Accountants, to audit the accounts of the
Company for the financial year 2015-16 to 2020-21 subject to
ratification by the Members of the Company at every Annual General
Meeting.
ii) Secretarial Auditors
The Board of Directors has re-appointed M/s. S. S. Risbud & Co.,
Company Secretaries, as the Secretarial Auditor of the Company for the
year 2015-16.
8. Auditors' Report
i) Statutory Auditors' Report
The Auditors' observation read with Notes to Accounts are
self-explanatory and therefore, do not call for any comment.
ii) Secretarial Audit Report
Secretarial Audit Report given by M/s. S. S. Risbud & Co., Company
Secretaries is annexed with the report as Annexure 1.
9. Share Capital & Listing
i) Issue of equity shares with differential rights
The Company has not issued shares with differential rights and hence,
disclosures as required in Rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014 are not required.
ii) Disclosure of Shares held in suspense account under Clause 5A of
the Listing Agreement
Outstanding Balance in Number of shareholders who
the suspense account approached issuer for transfer
lying at the beginning of of shares from suspense
the year account during the year
No. of No. of No. of No. of
shareholders Shares shareholders Shares
1,033 4,663 4 12
Transferred/Credited Balance outstanding
during the year
No. of No. of No. of No. of
shareholders Shares shareholders Shares
2 6 1,031 4,657
The voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
iii) Listing with the stock exchanges
The Company's equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and the National Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2014-15 have been paid to BSE and NSE
10. Extract of the annual return
An extract of the annual return in Form MGT-9 of the Companies
(Management and Administration) Rules, 2014 is attached to this report
as Annexure 2.
11. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
Your Company does not carry any activity which is covered under Section
134(3)(m) of the Companies Act, 2013 and applicable rules and
accordingly no data needs to be provided in this regard.
12. Directors
i) Changes in Directors and Key Managerial Personnel
Since the last report, no change took place in the Board of Directors
and the following Key Managerial Personnel were appointed:
* Mr. Gajendra Nahar - appointed as Chief Financial Officer w.e.f.
August 1, 2014 and as Chief Executive Officer w.e.f. November 6, 2014.
* Ms. Priya Pakhare - appointed as Company Secretary w.e.f. August 1,
2014.
Mr. L. T. Hotwani is retiring by rotation at the forthcoming Annual
General Meeting and being eligible, has been recommended for
re-appointment.
Details about the directors being appointed / re-appointed are given in
the Notice of the forthcoming Annual General Meeting being sent to the
members along with the Annual Report.
ii) Declaration by Independent Directors
The independent directors on the Board of the Company met the criteria
of independence as provided in Section 149(6) of the Companies Act,
2013 at the time of their respective appointment and there is no change
in the circumstances as on the date of this report which may affect
their respective status as an independent director.
iii) Formal Annual Evaluation
The evaluation process was led by the Chairman of the Nomination and
Remuneration Committee with specific focus on the performance vis-a-vis
the plans, meeting challenging situations, performing leadership role
within and effective functioning of the Board. The evaluation process
invited, through IT enabled platform, graded responses to a structured
questionnaire for each aspect of evaluation viz. time spent by each of
the directors; accomplishment of specific responsibilities and
expertise; conflict of interest; integrity of the Director; active
participation and contribution during discussions. For the financial
year 2014-15, the annual performance evaluation was carried out which
included evaluation of the Board, independent directors,
non-independent directors, Chairman appointed for the Board Meetings,
Committees of the Board, quantity, quality and timeliness of
information to the Board. The independent directors evaluated
non-independent directors, the Board, the Committees, the Chairman
appointed for the Board Meetings and the information to the Board. The
Nomination and Remuneration Committee and Board evaluated performance
of the independent directors, the Board itself, the Chairman appointed
for the Board Meetings, the Committees of the Board, the information
provided to the Board. All results were satisfactory.
13. Number of meetings of the Board of Directors
The Company's Board consists of eminent persons with considerable
professional expertise and experience thereby ensuring the best
interest of stakeholders and the Company. The Board comprises of 4
Directors out of which 3 are Independent Directors.
The composition and category of directors and relevant details relating
to them are given below:
Name of Director Category Board Attendance
Meetings at the
Attended Last AGM
during
the Year
2014-15
Mr. L. T. Hotwani NE 4/4 No
Mr. Arun Todarwal# NE, I 1/1 No
Mr. Atul Desai NE, I 3/4 No
Mr. Rajkumar Jain NE, I 4/4 Yes
Ms. Mala Todarwal* NE, I 3/3 No
Name of Director No. of Directorships No. of Chairmanship(s)/
(as last declared Membership (s) of
to the Company) Committees including
other Public Ltd
Cos.@ (as last declared
to the Company)
Public Private Chairman Member
ships ships
Mr. L. T. Hotwani 8 7 1 -
Mr. Arun Todarwal# 7 2 1 7
Mr. Atul Desai 9 1 5 5
Mr. Rajkumar Jain 5 2 2 2
Ms. Mala Todarwal* 7 - 2 5
# Resigned w.e.f. July 1,2014
* Appointed w.e.f. August 1,2014
@ Chairmanship/membership of the Audit Committee and the Share
Transfer, Investors' Grievance and Stakeholders' Relationship
Committee alone considered
Abbreviations:
I = Independent, NI = Non Independent, NE = Non-Executive Director
4 meetings of the Board of Directors were held during the financial
year 2014-15 on the following dates: May 20, 2014, August 1, 2014,
November 6, 2014 and January 28, 2015.
In addition to the above, a meeting of the Independent Directors was
held on March 31, 2015 in compliance with the Section 149(8) read with
Schedule V to the Companies Act, 2013. The said meeting was attended by
Mr. Atul Desai and Mr. Rajkumar Jain.
It is confirmed that there is no relationship between the directors
inter-se.
14. Audit Committee
The Committee comprises 3 non-executive independent directors having
accounting and finance back-ground. The composition of the Committee
and attendance of the members is given hereunder:
Name of the Member Member / Chairman Number of Meetings
Attended
Mr. Rajkumar Jain Chairman 4/4
Mr. Arun Todarwal# Member 1/1
Mr. Atul Desai Member 3/4
Ms. Mala Todarwal $ Member 3/3
Mr. L. T. Hotwani* Member 1/1
# Resigned w.e.f. July 1,2014
$ Appointed w.e.f. August 1,2014
* Appointed as member for one meeting and relieved from the position of
member in the same meeting held on 01.08.2015 The Company Secretary of
the Company, Ms. Priya Pakhare acts as the Secretary of the Committee.
4 meetings of the Audit Committee of the Board of Directors were held
during the financial year 2014-15 on following dates: May 20, 2014,
August 1, 2014, November 6, 2014 and January 28, 2015.
None of recommendations made by the Audit Committee were rejected by
the Board.
Terms of reference -
The terms of reference stipulated by the Board of Directors to the
Audit Committee are as contained under the Listing Agreement and
Section 177 of the Companies Act, 2013.
15. Nomination and Remuneration Committee
The Company had constituted the Nomination and Remuneration Committee
consisting of non-executive independent directors. During the year
under review, 4 meetings of the Committee were held on May 20, 2014,
August 1, 2014, November 6, 2014 and January 28, 2015.
Terms of reference -
To recommend appointment of, and remuneration to, directors, Key
Managerial Personnel and Senior Management Personnel and review thereof
from time to time.
Composition of the Committee -
The Committee comprises of 3 non-executive independent directors as on
date of this Report viz. Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala
Todarwal.
Remuneration Policy -
The Company follows a policy on remuneration of directors and senior
management employees and the salient features thereof are as under:
Appointment of Directors :
* While identifying persons who may be appointed directors, the
Committee shall consider business of the Company, strength, weakness,
opportunity and threats to company's business, existing composition of
the board of directors, diversity, skills, expertise of existing
directors and, background, skills, expertise, reputation and
qualification possessed by persons being considered, specific
requirements under Companies Act, 2013, standard listing agreement and
any other laws as to composition of the Board.
* While identifying persons who may be appointed as independent
directors, the Committee shall review their qualifications and
suitability to ensure that such candidates will be able to function as
directors 'Independently' and avoid any conflict of interest,
obligations, pressure from other Board members, KMPs, senior management
and other persons associated with the Company.
Remuneration of directors, Key Managerial Personnel, Senior Management
Personnel :
* The remuneration to executive directors, Key Managerial Personnel
and Senior Management Personnel at the time of appointment shall be
mutually agreed. The Committee shall consider top industry indicators,
requirements of role, qualification and experience of candidate,
expected contribution of executive to the profitability challenges
specific to the Company and such other matters as the Committee may
deem fit. The remuneration must motivate individuals to achieve
benchmarks which must be aligned to the vision of the Company. It may
contain fixed pay. The management shall periodically find out the
remuneration scale prevalent in the industry / peer group to the extent
possible to find out if there is a need for revision in remuneration
for retaining the talent.
* The Non-Executive directors shall not be eligible for any
remuneration / commission, unless specifically approved by the Board of
Directors on recommendation of the NRC and by the shareholders.
* The Non- Executive Directors including independent directors may
receive remuneration by way of fees for attending meetings of Board or
Committee thereof. Provided that the amount of such fees shall not
exceed Rs. 1,00,000 per meeting of the Board or Committee or such
amount as may be prescribed by the Central Government from time to
time.
* The Non-Executive Directors may be paid commission after complying
with required provisions of the Companies Act, 2013.
Besides, the Committee shall take into consideration performance, of
the concerned executive as well as the Company, to the growth of
business, profitability, company potentiality and critical role played
/ initiatives taken while considering pay hike / increment to the
concerned executives.
16. Establishment of vigil mechanism for directors and employees
The Company has a Whistle Blower Policy and Vigil Mechanism for its
directors and employees and any director or employee may make protected
disclosures to the Audit Committee and no personnel have been denied
access to the Audit Committee.
17. Particulars of contracts or arrangements with related parties
A related party transaction that was entered into during the year under
report was on an arm's length basis and was in the ordinary course of
business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. A related
party transaction was entered into because of mutual need and to serve
mutual interest. Except for this, directors' sitting fees, related
party transaction listed in the financial statements, none of the
Directors has any pecuniary relationships or transactions vis-a-vis the
Company. The requirement of Form AOC-2 is not applicable to the
Company.
18. Managerial Remuneration
No remuneration or perquisite was paid to, and no service contract was
entered into with, but the sitting fees were paid to, the following
directors for attending meetings of Board / Committees of the Board:
Sr. Name of the Director Sitting Fees (Rs.)
No.
1 Mr. Atul Desai 75,000
2 Mr. Rajkumar Jain 1,30,000
3 Ms. Mala Todarwal 1,10,000
4 Mr. Arun Todarwal 5,000
The above mentioned sitting fees paid to the Non-Executive Directors
was within the limits prescribed under the Companies Act, 2013 for
payment of sitting fees.
None of the directors had any transaction with the Company.
19. Shareholding of the Directors of the Company as on March 31,2015
As on March 31, 2015, none of the directors held any shares in the
Company
20. Miscellaneous
During the year under report, there was no change in the general nature
of business of the Company.
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report
No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and the
Company's operations in future.
The Company has not made any provision of money for the purchase of, or
subscription for, shares in your Company or its holding company, to be
held by or for the benefit of the employees of your Company and hence
the disclosure as required under Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 is not required.
21. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your
directors hereby 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 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 the Companies Act, 2013 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. being a listed company, 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.
Acknowledgements
Your Directors wish to acknowledge the co-operation and support
extended by the group companies, Central Government, State Governments,
bankers, customers, and the shareholders. It will always be the
Company's endeavor to build and nurture strong relationship for mutual
benefit.
For and on behalf of the Board of Directors
L. T Hotwani Rajkumar Jain
Place: Mumbai Director Director
Date: May 14, 2015 DIN - 00007125 DIN - 00026544
Mar 31, 2014
The Members,
Welspun Investments and Commercials Limited
The Directors of your Company are pleased to present their 6th Annual
Report together with Audited Financial Statement for the financial year
ended March 31, 2014.
FINANCIAL RESULTS:
The financial results of the Company for the year under report are as
under:
Particulars 2013-14 (Rs.) 2012-13 (Rs.)
Income 11,232,152 28,999,094
Expenditure 129,811,043 23,546,022
Profit before taxation (118,578,891) 5,453,072
Provision for current taxation Nil (254,237)
Profit after taxation (118,578,891) 5,198,835
Profit available for
appropriation (118,578,891) 5,198,835
Balance b/f from Previous Year 40,239,868 35,041,033
Balance carried to Balance Sheet (78,339,023) 40,239,868
DIVIDEND:
Your directors do not recommend any dividend for the financial year
ended March 31, 2014.
DIRECTORS:
Since the last Report, the following changes took place in the Board of
Directors of the Company:
- Mr. Arun Todarwal (DIN - 00020916) was appointed as an additional
director w.e.f. August 8, 2013 who resigned w.e.f. July 1, 2014.
- Ms. Mala Todarwal (DIN Â 06933515) was appointed as an additional
director w.e.f. August 1, 2014.
Your directors appreciate Mr. Arun Todarwal for the services rendered
by him as a member of the Board.
Pursuant to the provisions of Section 150(2) read with Section 149(10)
of the Companies Act, 2013, shareholders'' approval is sought for the
appointment of Mr. Rajkumar Jain, Mr. Atul Desai and Ms. Mala Todarwal
as Independent Directors of the Company for a term of five consecutive
years, at the forthcoming Annual General Meeting.
Details about them are given in the Notice of the forthcoming Annual
General Meeting being sent to the members along with the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors
hereby confirm that:
(i) in the preparation of the accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
and there are no material departures from the same;
(ii) they 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 as at the end of the financial year and of the loss of the
Company for the year under review;
(iii) they have taken proper and suffcient 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) they have prepared the accounts for the financial year ended March
31, 2014 on a going concern basis;
AUDITORS:
Your Company''s Auditors, M/s. Suresh Surana & Associates, LLP,
(converted into LLP w.e.f. 06.09.2013), Chartered Accountants (LLP
Identity No. AAB-7509) retire at the forthcoming Annual General Meeting
and being eligible, have given their consent to act as the Auditors of
the Company for the forth coming tenure. Members are requested to
consider their re- appointment as the Auditors of the Company and to fix
their remuneration by passing an ordinary resolution under Section 139
of the Companies Act, 2013.
AUDITORS'' REPORT:
The Auditors'' observation read with Notes to Accounts are
self-explanatory and therefore do not call for any comment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Your Company does not carry any activity which is covered under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 and accordingly no data needs to be enclosed.
PUBLIC DEPOSITS:
The Company has not accepted any public deposit within the meaning of
the Companies (Acceptance of Deposit) Rules, 1975 and, as such, no
amount on account of principal or interest on public deposit was
outstanding on the date of the Balance Sheet.
LISTING WITH STOCK EXCHANGES:
The Company''s equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and the National Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2014-15 have been paid to BSE and NSE
CORPORATE GOVERNANCE:
A separate report on the Corporate Governance is annexed hereto as a
part of this Report. A certifcate obtained from the Company Secretary
in Practice regarding compliance of the conditions of the Corporate
Governance as prescribed under Clause 49 of the Listing Agreement is
attached to this Report. A separate report on Management Discussion and
Analysis is enclosed as a part of the Annual Report.
PARTICULARS OF EMPLOYEES:
The provisions of Section 217(2A) of the Companies Act, 1956 read with
rules made there under are not applicable to the Company.
ACKNOWLEDGEMENTS:
Your directors wish to acknowledge the co-operation and support
extended by the group companies, Central Government, State Governments,
bankers, customers, and the shareholders. It will always be the
Company''s endeavor to build and nurture strong relationship for mutual
benefit.
For and on behalf of the Board
Sd/-
Place: Mumbai L. T. Hotwani
Date: August 1, 2014 Chairman
Mar 31, 2013
Dear Members,
WELSPUN INVESTMENTS AND COMMERCIALS LIMITED.
The Directors of your Company are pleased to present their 5th Annual
Report together with Audited Statement of Accounts for the year ended
March 31, 2013.
1. WORKING RESULTS:
The working results of the Company for the year under report are as
under:
2012-13 2011-12
(Rs.) (Rs.)
Income 28,999,094 66,865,978
Expenditure 23,546,022 57,122,920
Profit Before taxation 5,453,072 9,743,058
Provision for current taxation (254,237) (23,234)
Profit After Taxation 5,198,835 9,719,824
Profit available for appropriation 5,198,835 9,719,824
Balance b/f for Previous Year 35,041,033 25,321,209
Balance Carried to Balance Sheet 40,239,868 35,041,033
2. DIVIDEND:
In order to conserve resources for the future, your directors do not
recommend any dividend for the period ended March 31 2013.The directors
expects that this will increase shareholders'' value in the long term.
3. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. L.T. Hotwani, a director
liable to retire by rotation at the forthcoming Annual General Meeting,
and being eligible, offer himself for re-appointment. The Board of
Directors recommends his appointment for approval of the shareholders
of the Company.
Brief resume of Mr. Hotwani proposed to be re-appointed is provided in
the Notice for convening the Annual General Meeting.
4. DISCUSSION OF FINANCIAL PERFORMANCE
a. Revenue: During FY13 the revenue from operations was Rs. 28.99
million as compared to Rs. 66.86 million in FY12. The Company is
capitalizing on the opportunity to build on a strong trading business
and at the same time focusing on its investment activities yielding
market realistic returns. The Company''s strong in- house capabilities
give it a competitive edge in the industry.
b. Purchases of Stock in Trade: The purchase of stock in trade was Rs.
16.36 million in FY13 as compared to Rs. 40.28 million in FY12.
c. Employee Benefit Expenses: The Employee Benefit Expense was at Rs.
1.84 million in FY13 as compared to Rs. 1.77 million in FY12 showing a
marginal increase.
d. Interest Cost: The Interest expense was Rs. 3.36 million in FY13 as
compared to Rs. 13.19 million in FY12.
e. Other Expenses: The other expenses was Rs. 1.96 million in FY13 as
compared to Rs. 1.87 million in FY 12 showing a marginal rise compared
to last year.
f. Profit (Loss) before Tax: The Profit before tax stands at Rs. 5.45
million in FY13 as compared to Rs.9.74 million in FY 12.
g. Profit (Loss) After Tax : The Profit after tax in FY13 stands at
Rs. 5.19 million as compared to Rs.9.71 million in FY12. The PAT
margin in FY 13 was 18% as compared to 15% in FY12 which reflects
better margins made during the year.
h. Networth: The Networth of the Company stands at Rs. 273.58 million
in FY13 as compared to Rs.268.36 million in FY12 showing a marginal
increase.
6. PUBLIC DEPOSITS
The Company does not accept any deposit from public and hence has not
contravened provisions of section 58A of the Companies Act, 1956 and
Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank of
India Rules, if any.
7. AUDITORS
The Auditors of the Company, M/s Suresh Surana & Associates Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are recommended for re-appointment. The certificate
from the Auditors have been received to the effect that their
re-appointment, if made, would be within the limits under Section
224(1B) of the Companies Act, 1956.Their re-appointment as the Auditors
for the financial year 2013-14, forms part of the Notice of the said
Annual General Meeting.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your company does not carry any activity which is covered under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 and accordingly no data needs to be enclosed.
9. PARTICULARS OF EMPLOYEES
No employee has drawn salary in excess of the limits specified under
Section 217(2A) of the Companies Act, 1956 read with rules made there
under.
10. DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that they had:
a. followed in the preparation of annual accounts, the applicable
accounting standards and given proper explanation relating to material
departures, if any;
b. 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 of the company for that
period;
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act so as
to safeguard the assets of the company and to prevent and detect fraud
and other irregularities; and
d. Prepared the accounts on a going concern basis.
11. ACKNOWLEDGEMENTS
Your Directors wish to acknowledge the co-operation and support
extended by the Group Companies, Central Government, State Governments,
bankers, customers, and the shareholders. The directors also wish to
thank all the employees for their contribution, support and continued
co-operation throughout the year. It will be always be the Company''s
endeavor to build and nurture strong relationship for mutual benefits.
For and on behalf of the Board
Place: Mumbai L.T. Hotwani
Date: May 15, 2013 Chairman
Mar 31, 2012
To The Member of WELSPUN INVESTMENTS AND COMMERCIALS LIMITED.
The Directors of your Company are pleased to present their 4th Annual
Report together with Audited Statement of Accounts for the year ended
March 31, 2012.
1. WORKING RESULTS:
The working results of the Company for the year under report are as
under:
2011-12 2010-11
(Rs.) (Rs.)
Income 66,865,978 31,701,562
Expenditure 57,122,920 20,089,326
Profit Before taxation 9,743,058 11,612,236
Provision for current taxation (23,234) (562,009)
Profit After Taxation 9,719,824 11,050,227
Profit available for appropriation 9,719,824 11,050,227
Balance b/f for Previous Year 25,321,209 14,270,982
Balance Carried to Balance Sheet 35,041,033 25,321,209
2. DIVIDEND
In order to conserve resources for the future, your directors do not
recommend any dividend for the period ended March 31, 2012.The
directors submit that this will increase shareholders' value in the
long term.
3. DIRECTORS
The Board of Directors of the Company at its meeting held on November
08, 2011, had appointed Mr. L. T. Hotwani as an additional director of
your Company. As per the provisions of Section 260 of the Companies
Act, 1956 ("Act") he will hold office until the conclusion of the
forthcoming Annual General Meeting of the Company. The Company has
received notice under Section 257 of the Act along with requisite
deposit in respect of Mr. L. T. Hotwani, proposing his appointment as
director of the Company.
Mr. B. K. Goenka in view of his expanded role across the Welspun Group
resigned as the Director of the Company. His resignation was accepted
by the Board from the close of office hours on November 08, 2011.Your
directors place on record their appreciation for the valuable service
rendered by Mr. Goenka during his tenure as the director of the
Company.
Consequent to the resignation of Mr. B. K. Goenka from the Board of the
Company, Mr. L.T. Hotwani is appointed as the Chairman of the Board.
Mr. Shailesh Vaidya, Director, resigned from the Board with effect from
August 08, 2012. The Board has placed on record their appreciation for
the valuable contribution made to your Company by Mr. Vaidya.
The Board of Directors of the Company at its meeting held on August 08,
2012, had appointed Mr. Atul Desai as an additional director of your
Company. As per the provisions of Section 260 of the Act he will hold
office until the conclusion of the forthcoming Annual General Meeting
of the Company. The Company has received notice under Section 257 of
the Act along with requisite deposit in respect of Mr. Atul Desai,
proposing his appointment as director of the Company.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Raj Kumar Jain, Director retire by
rotation at the forthcoming Annual General Meeting, and being eligible,
offer himself for re-appointment. The Board of Directors recommends his
appointment for approval of the shareholders of the Company.
Brief details of the Directors proposed to be re-appointed/appointed
are provided in the Notice for convening the Annual General Meeting.
4. PUBLIC DEPOSITS
The Company does not accept any deposit from public and hence has not
contravened provisions of section 58A of the Act, and Companies
(Acceptance of Deposits) Rules, 1975 and Reserve Bank of India Rules,
if any.
5. AUDITORS
The Auditors of the Company, M/s Suresh Surana & Associates, Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are recommended for re-appointment. The certificate
from the Auditors have been received to the effect that their
re-appointment, if made, would be within the limits under Section
224(1B) of the Act.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company does not carry any activity which is covered under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 and accordingly no data needs to be enclosed.
7. PARTICULARS OF EMPLOYEES
No employee has drawn salary in excess of the limits specified under
Section 217(2A) of the Act read with rules made there under.
8. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that they had:
a. followed in the preparation of annual accounts, the applicable
accounting standards and given proper explanation relating to material
departures, if any;
b. 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 of the company for that
period;
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act so as
to safeguard the assets of the company and to prevent and detect fraud
and other irregularities; and
d. Prepared the accounts on a going concern basis.
9. ACKNOWLEDGEMENTS
Your Directors wish to acknowledge the co-operation and support
extended by the Group Companies, Central Government, State Governments,
bankers, customers, and the shareholders. The directors also wish to
thank all the employees for their contribution, support and continued
co-operation throughout the year.
For and on behalf of the Board
L. T. Hotwani
Chairman
Place: Mumbai
Date: August 08, 2012
Mar 31, 2010
The directors have pleasure in presenting their 2nd Annual Report
together with Audited Statement of Accounts for the year ended March
31, 2010.
STATEMENT OF AFFAIRS:
1. ACQUISITION OF INVESTMENT AND TREASURY DIVISION PURSUANT TO THE
SCHEME OF ARRANGEMENT
During the year under report, your Company has acquired the Investment
and Treasury Division of Welspun India Limited pursuant to the
Composite Scheme of Arrangement in the nature of Demerger for transfer
of Investment and Treasury Division of Welspun India Limited (WIL) to
Welspun Investments and Commercials Limited (formerly Welspun
Investments Limited) and Restructure of Capital of these companies
("Scheme") which was sanctioned by the Honble High Court of Gujarat at
Ahmedabad on May 8, 2009. The Scheme became effective on June 12, 2009
i.e. the date of filing of a copy of the Order with the Registrar of
Companies, Gujarat ("Effective Date"). On the Scheme becoming
effective, the issued, subscribed and paid up capital of the Company as
on that date, being Rs.5,00,000 divided into 50,000 equity shares of
Rs.10/- each stood cancelled. Pursuant to the Scheme, the Company has
issued and allotted 36,54,476 equity shares of Rs. 10/- each on July
14, 2009 to the equity shareholders of WIL holding equity shares as on
record date, June 26, 2009 in the ratio of 1 (one) Equity Share of
Rs.10/- each for every 20 (twenty) equity shares of Rs.10/- each held
in WIL, leaving apart fractional entitlements which will be dealt with
pursuant to the Scheme.
Accordingly, as on March 31, 2010, the aggregate paid up capital of the
Company is Rs. 3,65,44,760 consisting of 36,54,476 equity shares of Rs.
10/- each.
2. FINANCIAL PERFORMANCE
2009-10 2008-09
(Rs.) (Rs.)
Income 51,440,576 655
Expenditure 32,725,567 74,781
Profit/(Loss) Before taxation 18,715,009 (74,126)
Provision for current taxation (4,369,901)
Profit / (Loss) After Taxation 14,345,108 (74,126)
Profit available for appropriation 14,345,108 -
Transfer to Reserve 14,270,982 (74,126)
Balance b/f for Previous Year (74,126)
Balance Carried to Balance Sheet 14,270,982 (74,126)
During the financial year under review, considering the transfer of
division and commencement of trading activities, your Company has
recorded total income from operations of Rs. 51,440,576. Profit after
tax stood at Rs. 14,345,108 as against a loss of Rs. 74,126 the
previous year.
3. DIVIDEND
With a view to plough back the profits for consolidating financial
position of the Company to achieve long term growth, your directors do
not recommend any dividend for the period ended March 31, 2010. Your
directors are of the opinion that this is in long term interest of the
Company as well as its stakeholders.
4. LISTING OF EQUITY SHARES
The Company has applied for permission for getting relaxation from
applicability of Rule 19 (2) (b) under the Securities Contract
(Regulations) Rules, 1957 to Securities and Exchange Board of India
(SEBI). After receipt of the said permission the equity shares of the
Company will be listed on Bombay Stock Exchange Limited (BSE) and
National Stock Exchange of India Limited (NSE). The Company has made
applications to BSE and NSE for listing of equity shares, issued
pursuant to the Scheme and has received in-principle approvals for
listing of the said shares.
5. CHANGES IN MEMORANDUM
Change of Name:
The Shareholders in their Extra-Ordinary General Meeting (EGM) held on
February 24, 2010 approved the change in name of Company from Welspun
Investments Limited to Welspun Investments and Commercials Limited. The
name of the Company was changed with effect from March 31, 2010 on
receipt of fresh certificate of incorporation consequent upon change of
name from Registrar of Companies (ROC), Gujarat.
Changes in Object Clause:
The Shareholders in their aforesaid EGM approved the change in object
clause of the Company by inserting a new clause relating to carrying on
the activities of trading in all kinds of commodities.
7. PUBLIC DEPOSITS
The Company does not accept any deposit from public and hence has not
contravened provisions of section 58A of the Companies Act, 1956 and
Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank of
India Rules, if any.
8. DIRECTORS
The Board of Directors of the Company at its meeting held on December
16, 2009 had appointed Mr. Arun Todarwal, Mr. Shailesh Vaidya, and Mr.
R.K. Jain as an Additional Directors of your Company. As per the
provisions of Section 260 of the Companies Act, 1956 these Directors
will hold office until the conclusion of the forthcoming Annual General
Meeting of the Company. The Company has received notices under Section
257 of the Act along with requisite deposit in respect of the aforesaid
persons, proposing their appointment as directors of the Company.
Mr. R.R. Mandawewala, Mr. M.L. Mittal, and Mr. D.K. Patil ceased to be
the directors of the Company w.e.f December 1.6, 2009. The Board of
Directors places on record its appreciation for the valuable
contribution made by all of them during their tenures as directors of
the Company.
In term of the provision of the Companies Act, 1956 and as per the
Articles of Association of the Company, Mr. B.K. Goenka, director of
the company retires by rotation and being eligible offers himself for
re-appointment.
9. AUDITORS
The Auditors of the Company, M/s Suresh Surana & Associates, Chartered
Accountants hold office until the conclusion of the forthcoming Annual
General Meeting of the Company and, being eligible, offer themselves
for re-appointment. They have indicated their willingness to accept
re-appointment.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your company does not carry any activity which is covered under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 and accordingly no data needs to be enclosed.
11. PARTICULARS OF EMPLOYEES
No employee has drawn salary in excess of the limits specified under
Section 217(2A) of the Companies Act, 1956 read with rules made there
under.
12. DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that they had:
a. followed in the preparation of annual accounts, the applicable
accounting standards and given proper explanation relating to material
departures, if any;
b. 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 of the company for that
period;
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act so as
to safeguard the assets of the company and to prevent and detect fraud
and other irregularities; and
d. Prepared the accounts on a going concern basis.
13. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
valuable support and assistance received by your Company from Banks,
Government authorities, Regulatory authorities and the stakeholders
for their continued co- operation and support to the Company. The Board
also thanks the employees at all levels for their dedication,
commitment and hard work put in by them for Companys achievements.
For and on behalf of the Board
B. K. Goenka
Place : Mumbai Chairman
Date : July 6, 2010
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