The Members of
WALCHAND PEOPLEFIRST LIMITED
Your Directors are pleased to present herewith the 93rd Annual Report on thebusiness and operations of your Company and Audited Accounts for the Financial Year endedMarch 31, 2013 together with the Audited Statement of Accounts and Auditor's Reportthereon.
1. FINANCIAL RESULTS:
| || ||(Rs. in Lacs) |
| ||Financial Year ended 31.03.2013 ||Financial Year ended 31.03.2012 |
|Profit before interest, depreciation and taxation ||323.62 ||391.84 |
|Less: Interest ||21.15 ||27.59 |
|Less: Depreciation/Amortisation ||52.97 ||74.70 |
|Less: Provision for Taxation - || || |
|Current / earlier years ||64.84 ||98.10 |
|Less: Deferred Tax recognized ||8.20 ||(34.85) |
|Net Profit ||176.46 ||226.30 |
|Add: Balance brought forward ||275.17 ||82.62 |
|Amount available for appropriation ||451.63 ||308.92 |
|Proposed Final Dividend ||29.04 ||29.04 |
|Dividend Tax ||4.94 ||4.71 |
|Balance carried to Balance Sheet ||417.65 ||275.17 |
The Board of Directors recommends 10% final dividend for the FinancialYear ended March31, 2013.
3. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO (Section 217(1)(e) of the Companies Act, 1956):
Particulars required to be furnished by the Companies (Disclosure ofparticulars in thereport ofthe Board of Directors) Rules, 1988 are as follows:-
a. Rule 2(A) pertaining to Conservation of Energy and Rule 2(B)pertaining to Technologyabsorption are not applicable to the Company.
b. Foreign exchange inflow and outflow - Rule 2(C):
(INR in Lacs)
|(a) EXPENDITURE IN FOREIGN CURRENCY ||Financial Year ended 31.03.2013 ||Financial Year ended 31.03.2012 |
|Royalty Remitted ||147.34 ||126.96 |
|Others ||11.82 ||13.71 |
|(b) EARNING IN FOREIGN CURRENCY || || |
|Professional Fees ||34.29 ||16.98 |
|Others ||1.25 ||2.47 |
4. MANAGEMENT DISCUSSION AND ANALYSIS:
Industry Structure and Analysis
During the year 2012-13, Indian economic growth seemed to have bottomed in the final 3months of 2012 but edged up in the last quarter of fiscal 2013 with an upside inindustrial production and some recovery in exports taking the GDP growth to 5.6%. Recoverywas seen gradual in the Indian economy with monetary policy turning pro-growth and privateconsumption strengthening with some help from government spending. Weak demand for Indiangoods and services abroad have been a major contributor to the slowdown. Towards the endof 2012, the government has announced some long due reforms including the opening up ofthe Retail and Aviation sectors to overseas investors. These reforms brought back investorconfidence giving boost to greater portfolio inflows. However, concerns remain aroundkeeping the current account deficit under control as government spending is expected torise in the current fiscal as this will be an Election year.
Good jobs and labor reforms are a must for economic growth. More people will look forjobs because of the demographic dividend and also shift away from agriculture. It ispredicted that by the year 2025 approximately 25% of the global workforce will comprise ofIndians, a clear manifestation of the fact that India has a burgeoning talent pool,unparalleled in the history of humankind. As a country, India has registered the secondhighest GDP growth in the world after China in the last decade averaging about 8% perannum. India is also a remarkably young nation where a staggering 65% of our 1.2 billionpopulation are below 30 years of age. Paradoxically enough, despite high demand forskilled labor and a huge quantitative supply, the corporate sector and industry complainthat there is a shortage of appropriate talent, and rampant unemployment pervades. Whatprecisely plagues the Indian economy that could almost derail the big "Indiastory" which is expected to be along with USA and China as the triumvirate G3 of thefuture? The answer lies in "employable skills"; yes, the engineer may haveacademic qualifications but is he capable of delivering on the job? This is where DaleCarnegie Training India has come up with a unique offering to make it a win-win for boththe potential employers and aspirational students and job-seekers at all levels.
Opportunities and Challenges
In 2013 we complete ten years of our Dale Carnegie Training operations in India. Overthis decade we have had many achievements. About 150000 individuals in both corporate andeducational sectors have been trained by us. More than 2500 companies are our clients andwe have covered nearly 700 colleges across India. We have conducted training in 8languages in 150 towns and cities of the country. With this successful track record in thelast decade your Company has established its market leadership in the corporate sector.Going forward, we have identified two streams of growth for the business: 1) support thecorporate sector needs in managing attrition due to talent shortage as well as theirsuccession planning and leadership development which is a major vacuum today throughstrong professional development and engagement initiatives and 2) engage with governmentand education sector for the huge need for skilling and employability training ofgraduating students to support the growing trends in recruitment and talent acquisitionfor companies,
In the corporate sector, three key trends are seen in the learning and developmentarea; Leadership Development, Succession Planning and Employee Engagement. According to asurvey by SHRM India, the most effective Learning and Development practices for leadersare coaching by external practitioners and external conferences, workshops and events.Further two-fifths of the companies surveyed in India reported involvement of externalconsultants right from the responsibility of determining Learning and Development needs tofinal delivery and measurement. This fact may reflect a shortage of expert Learning andDevelopment people or the sheer scale of learning and talent development effort in agrowing economy. This is the gap that your Company addresses with its talented team ofexperts, body of knowledge and experience.
Indian organizations have already made significant strides in integrating ICT - basedlearning and talent development as evidenced by widespread adoption of such technologies.Organizations across all areas seem to be switching to less costly development practices.During 2012-13, Dale Carnegie Training India launched its digital training services. Thisaims to provide Live Online training using a web-based Learning System that helps conductinteractive real-time sessions to people logged in through their desktops without movingfrom their home or offices. This allows a group of people geographically distanced fromeach other to log on to a live training program conducted by a certified Dale Carnegietrainer. With companies having widespread locations in India and globally we see this asan important method to provide quality and consistent training to their employees thatenables our customers to not only save costs of time and travel but also provides them theconvenience of not moving out of their own environment without compromising on thelearning. Trends are showing that Live Online training is growing in demand much fasterthan self-paced e-learning due to its improved learning effectiveness.
The most commonly anticipated major change affecting corporate Learning and Developmentover the next two years is a greater integration between coaching, organizationaldevelopment and performance management. There will also be a greater emphasis inmeasurement of having effectiveness. With our unique training methodology based ontime-phased learning, in the moment coaching and practice, the effectiveness of ourtraining is easily measurable. We have been able to achieve 98% customer satisfaction andare reputed for quality training. Besides, our training delivery we also providevalue-added consulting in the area of organizational development, talent and performancemanagement. Our partnership with PerformanSe SAS for psychometric assessments gives us anedge in these services.
There is also growing interest towards the use of social media to deliver learning,training and development focused on delivery methods such as "bite sized"learning and using smartphone apps, and so on. Dale Carnegie Training India is activelypresent and hosts growing and engaged communities on social networks like Facebook,Twitter and Linkedln. Similarly Dale Carnegie mobile apps across major operating systemsare available in the areas of Human Relations, Leadership Development, SalesEffectiveness, etc.
In the area of Employability training, we are seeking to expand our partnerships witheducational institutions and other skills providers. While we will continue our activitiesin student development, we will build a stronger focus on faculty training. Anotherimportant factor is the sheer shortage of trainers to meet the vast demand for vocationaltraining of students in India. Apart from quantity the most acute deficiencies lie in theareas of curriculum development, methodology and quality of training. It will be ourendeavor to address this challenge through trainer capacity building and provide bothcontent and trainer training to our partners.
Outlook, Risks & Control:
India's economic growth is expected to remain subdued this year and any recovery willbe gradual as government spending and interest rate cuts from the RBI revive domesticdemand. GDP is predicted to increase to above 6% in the current fiscal to March 2014,after it grew at a decade low of 5.6% in the last fiscal.
We see that industry will continue to hire and expect their L&D budgets to bemaintained. With strong client relationships already in place we expect to build long termpartnerships. Further your Company has invested for growth and developed strong systemsfor internal efficiencies. We predict moderate business growth and have a positive outlookfor both short and medium term.
The statements made in this report describe the Company's objectives, expectations andprojections that may be forward looking statements. The actual results might differmaterially from those expressed or implied depending on the economic conditions,government policies and other incidental factors, which are beyond the control of theCompany and Management.
Internal Control Systems and their Adequacy:
The Company has adequate and effective control systems, commensurate with its size andnature of business, to ensure that assets are efficiently used and the interest of theCompany is safeguarded and the transactions are authorized, recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data. The preventive control systems provide for well-documented policy,guidelines, and authorization and approval procedures. The Company has a full-fledgedInternal Audit System to ensure that the policies and procedures laid down are adhered to.The Company has also developed a Risk Assessment policy and is reviewed by the Board ofDirectors/ Audit committee on a quarterly basis.
Total income achieved during the year under review is Rs. 1839.27 lakhs as against Rs.1973.34 lakhs in the previous year. Income from operations for the Company has been Rs.1718.00 lakhs against Rs. 1643.42 lakhs in the previous year, showing a increase of 5% .Notably, the income from Training business has increased by 23% for the year ended 31stMarch 2013, as compared to last year. For the year ended 31st March 2012, income fromoperations included fixed income from training centres amounting to Rs. 252 lakhs. Afterproviding for taxation of Rs. 64.84 lakhs and deferred tax asset of Rs. (8.20) lakhs, theresults of the Company show a net profit of Rs. 176.46 lakhs as against the profit aftertax of Rs.226.30 lakhs in the previous year. For the year ended 31st March 2012, otherincome includes interest received on income tax refunds amounting to Rs. 236 lakhs.Operating Profit (Income from operations less direct expenses) of the Company for thecurrent year is Rs. 488.58 lakhs as compared to Rs. 311.21 lakhs in the previous year,denoting a healthy growth of 57%.
Your Company considers its intellectual capital as its most valuable asset. Personnelpolicies of your Company are designated to ensure fairness to and growth of allindividuals in the organization and continuously strives to provide a challenging workenvironment. The Company has developed a competency-based framework for growth withformalized career paths in the organization. This provides a highly competent andaspirational career environment to all our employees. The company has a comprehensivecompensation and benefits plan for all its employees. The Company also provides a stronglearning culture with an average eight days of training per year for each employee. Wehave a strong Performance Management System and code of conduct which reinforces our workethics.
5. PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E)dated March 31, 2011 require the disclosure of the names and particulars of the employeeswho are receipt of remuneration for the financial year under review which, in theaggregate, was not less than Rs. 60,00,000/- per annum or who was in receipt ofremuneration for any part of the financial year under review, at a rate which, in theaggregate, was not less than Rs. 5,00,000/-per month. The disclosure under the saidSection is not given as there are no such employees.
During the Financial Year under report, the outstanding position in the investment ofshares and debentures of various companies were to the tune of Rs. 69.04 lacs as comparedto the last Financial Year's investment of Rs. 111.16 lacs. The market value of the quotedinvestments was Rs. 7.00 lacs (previous year Rs. 13.51 lacs).
7. FIXED DEPOSIT:
The Company has not accepted any deposits from public under the Provisions of Section58A of the Companies Act, 1956 and rules framed thereunder during the Financial Year endedMarch 31, 2013. Accordingly, as at March 31, 2013, there is no outstanding liability tofixed depositors.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanation obtained by them, your Directors make the following statement in terms ofSection
217(2AA) of the Companies Act, 1956:
i) that in the preparation of the Annual Accounts for the financial yearended March 31,2013, the applicable accountingstandards have been followed along with properexplanationrelating to material departures, if any;
ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fairview of the state of affairs of the Company at the end of thefinancial year ended March 31, 2013 and of the Profit of theCompany for the said year;
iii) that the Directors have taken proper and sufficient care for themaintenance ofadequate accounting records in accordance withthe provisions of the Companies Act,1956,for safeguarding theassets of the Company and for preventing and detecting fraud and otherirregularities;
iv) that the Directors have prepared the Annual Accounts for the year ended March 31,2013 on a going concern basis.
In accordance with the Articles of Association of the Company and provisions of theCompanies Act, 1956 Mr. Madhukar Bhagwat and Dr. Satish Jha will retire by rotation at theensuing Annual General Meeting and being eligible, offer themselves for re-appointment.Your Directors recommend their re-appointment.
10. STATUTORY AUDITORS:
You are requested to appoint Auditors for the current year and fix their remuneration.The Auditors of the Company, M/s. K.S. Aiyar & Co., Chartered Accountants retire atensuing Annual General Meeting of the Company and have given their consent forre-appointment. The Company has also received a certificate from them under section224(1B) of the Companies Act, 1956.
11. COMPLIANCE CERTIFICATE:
As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11(E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paidup Share Capital of Rs. 10 Lacs or more but less than Rs. 5 Crores must obtain aCompliance Certificate from a Company Secretary in whole time practice and suchCertificate must be annexed to the Report. A Compliance
Certificate obtained from M/s. Pramod S. Shah & Associates - Practicing CompanySecretaries is annexed as a part of the Directors' Report.
12. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a ComplianceReport on Corporate Governance together with the Certificate from M/s. Pramod S. Shah& Associates - Practising Company Secretaries is annexed as a part of the AnnualReport.
13. COST AUDIT:
The Company is not required to undertake the cost audit as required under Section 233 Bof the Companies Act,
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all the shareholders, customers,suppliers, bankers, Government authorities and all other business associates and theirconfidence in the management. Your Directors also wish to place on record theirappreciation for the contribution made by the employees.
For and on behalf of the Board of Directors
PALLAVI JHA CHAIRPERSON & MANAGING DIRECTOR
Date: May 13, 2013
1, Construction House,
5, Walchand Hirachand Marg,
Ballard Estate, Mumbai 400 001
|To, ||Nominal Capital: Rs. 250,000,000 /- |
|The Members ||Registration No. 11- 000791 |
|WALCHAND PEOPLEFIRST LIMITED ||(31/03/2013) |
I have examined the registers, records, books and papers of Walchand PeopleFirstLimited (the Company) as required to be maintained under the Companies Act 1956, (theAct) and the rules made thereunder and also the provisions contained in the Memorandum andArticles of Association of the Company for the financial year ended on 31stMarch, 2013. In my opinion and to the best of my information and according to theexaminations carried out by me and explanations furnished to me by the Company, itsofficers and agents, I certify that in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure 'A'to this certificate, as per the provisions of the Act and the rules made thereunderand all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure 'B'to this certificate, with the Registrar of Companies, Regional Director, CentralGovernment, Company Law Board or other authorities as required under the Act and the rulesmade thereunder.
3. The Company, being a public limited Company, comments are not required.
4. The Board of Directors duly met 4 times on 18/05/2012, 26/07/2012, 05/11/2012and 28/01/2013 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed including circular resolution passed in theminutes books maintained for the purpose.
5. The Company closed its Register of Members from July 19, 2012 to July 26, 2012(both days inclusive) and necessary compliance of Section 154 of the Act has been made.
6. The Annual General meeting for the year ended on 31/03/2012 was held on 26/07/2012after giving due notice to the members of the Company and other concerned and theresolutions passed thereat were duly recorded in the Minutes Book maintained for thepurpose.
7. No extra-ordinary general meeting was held during the financial year.
8. The Company has not advanced any loans to its Directors or persons or Firms orCompanies referred to under Section 295 of the Companies Act, 1956.
9. The Company has not entered into contracts specified under Section 297 of theAct during the financial year.
10. The Company has made necessary entries in the register maintained under Section301 of the Act.
11. As there were no instances falling within the purview of Section 314 of theAct, the Company has not obtained any approvals from the Board of Directors, members orCentral Government.
12. The company has not issued any duplicate share certificates during thefinancial year.
i. The Company has delivered all the Certificates on lodgment thereof for transfer/transmission in accordance with the provisions of the Act during the financial year. Therewas no allotment of Securities during the financial year;
ii. The Company has deposited the amount of dividend declared in a separate bankaccount on July 30, 2012 which is within five days from the date of declaration of suchdividend;
iii. The Company has paid/ posted warrants for dividends to all the members within aperiod of thirty days from the date of declaration and that all unclaimed/unpaid dividendhas been transferred to unpaid Dividend Account of the Company with Union Bank of India on25th August, 2012.
iv. The Company was required to transfer unpaid or unclaimed dividend amount toInvestor Education & Protection Fund during the financial year which have remainedunpaid or unclaimed for a period of seven years. The Company has deposited the said amounton 05th May, 2013 to the Investor Education & Protection Fund;
v. The Company has duly-complied with the requirements of Section 217 of the Actregarding Boards' report.
14. The Board of Directors of the Company is duly constituted and there was noappointment of additional directors, alternate directors and directors to fill casualvacancy during the financial year.
15. The Company has not appointed any Managing Director/ Whole-time Director/Manager during the financial year.
16. The Company has not appointed any sole-selling agents during the financialyear.
17. The Company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director, Registrar and/or such Authorities as prescribedunder the various provisions of the Act was required during the financial year.
18. The Directors have disclosed their interest in other firms/companies to theBoard of Directors pursuant to the provisions of the Act and the rules made there under.
19. The Company has not issued any shares, debentures or other securities duringthe financial year.
20. The Company has not bought back any shares during the financial year.
21. There was no redemption of preference shares during the financial year. TheCompany has not issued any Debentures.
22. There were no transactions, necessitating the Company to keep in abeyancerights to dividend, rights shares and bonus shares pending registration of transfer ofshares.
23. The Company has neither raised nor accepted any deposits from Public during thefinancial year.
24. The amount borrowed by the Company from Directors, members, public, financialinstitution, banks and others during the financial year ended 31st March, 2013are within the borrowing limits of the Company as laid down in Section of 293 (1) (d) ofthe Act.
25. The Company has not made any loans or advances or given guarantees or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.
26. The Company has not altered the provisions of the Memorandum with respect tosituation of the Company's registered office from one State to another during the yearunder scrutiny.
27. The Company has not altered the provisions of the Memorandum with respect tothe objects of the Company during the financial year.
28. The Company has not altered the provisions of the Memorandum with respect toname of the Company during the financial year.
29. The Company has not altered the provisions of the Memorandum with respect toShare Capital of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association during the financialyear.
31. There were no prosecution initiated against or show cause notices received bythe Company and no fines or penalties or any other punishment imposed on the Companyduring the year, for offences under the Act.
32. The Company has not received any money as security from its employees duringthe year.
33. The Company has deposited both employee's and employer's contribution toProvident Fund with prescribed authorities pursuant to Section 418 of the Act.
For Pramod S. Shah & Associates
Practising Company Secretaries
| ||Pramod S. Shah |
|Place: Mumbai ||Partner |
|Date: May 13, 2013 ||C.P. No. 3804 |
The Company has been maintaining the statutory records such as:
1) Minutes Book (Board Meeting),
2) Minutes Book (Audit Committee),
3) Minutes Book (Remuneration Committee),
4) Minutes Book (Shareholders' Grievance Committee),
5) Minutes Book (Investment Committee)
6) Minutes Book (AGM & EGM),
7) Register of Members,
8) Register of Directors,
9) Register of Director's shareholding,
10) Register of Assets,
11) Register of Investments,
12) Register of Charges,
13) Register of Contracts.
Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities during the financial year ending on 31stMarch, 2013:
|Sr. No. ||Form No./Return ||Filed u/s ||For ||Filed on ||Whether filed within prescribed time Yes/No ||If delay in filing whether requisite additional fee paid Yes/No |
|1. ||e-Form 23AC&ACAXBRL ||220 ||31/03/2012 ||01/12/2012 ||Yes ||N.A. |
|2. ||e-Form 20B - Annual Return ||159 ||31/03/2012 ||07/09/2012 ||Yes ||N.A. |
|3. ||e-Form 66 - Compliance Certificate ||383A ||31/03/2012 ||07/08/2012 ||Yes ||N.A. |
|4. ||e-Form 23B ||224(1A) ||Information by Auditor to Registrar of his appointment for the year 2012-2013 ||14/08/2012 ||Yes ||N.A. |
|5. ||e-Form 17 ||138 & 600 ||Satisfaction of Charge ||14/01/2013 ||Yes ||N.A. |
|6. ||e-Form 8 ||135 ||Modification of Charge ||07/08/2012 ||Yes ||N.A. |
|7. ||e-Form 8 ||135 ||Modification of Charge ||07/08/2012 ||Yes ||N.A. |
|8. ||e-Form 5 INV ||Pursuant to rule 3 of the Investor Education and Protection Fund Rules, 2012 ||Statement of unclaimed and unpaid amounts for the Financial Year ended 31/03/2011 ||31/07/2012 ||Yes ||N.A. |
|9. ||e-Form 5 INV ||Pursuant to rule 3 of the Investor Education and Protection Fund Rules, 2012 ||Statement of unclaimed and unpaid amounts for the Financial Year ended 31/03/2012 ||05/10/2012 ||Yes ||N.A. |