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BSE: 501370 | NSE: | ISIN: INE695D01021
Market Cap: [Rs.Cr.] 26.54 | Face Value: [Rs.] 10
Industry: Finance & Investments
The Members of
WALCHAND PEOPLEFIRST LIMITED
Your Directors are pleased to present herewith the 94th Annual Report on thebusiness and operations of your Company and Audited Accounts for the Financial Year endedMarch 31, 2014 together with the Audited Statement of Accounts and Auditors Reportthereon.
1. FINANCIAL RESULTS:
|(Rs. in Lacs)|
|Financial Year ended 31.03.2014||Financial Year ended 31.03.2013|
|Profit before interest, depreciation and taxation||139.05||323.62|
|Less: Provision for Taxation - Current / earlier years||43.02||64.85|
|Less: Deferred Tax recognized||(3.80)||8.20|
|Add: Balance brought forward||417.65||275.17|
|Proposed Final Dividend||-||29.04|
|Balance carried to Balance Sheet||462.71||417.65|
Your Directors have decided not to recommend any dividend for the Financial Year ended31st March, 2014.
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 of particulars in thereport of the Board of Directors) Rules, 1988 are as follows:-a. Rule 2(A) pertaining toConservation of Energy and Rule 2(B)pertaining to Technology absorption are not applicableto the Company. b. Foreign exchange inflow and outflow Rule 2(C): (INR in Lacs)
(a) EXPENDITURE IN
|FOREIGN CURRENCY||Financial Year ended 31.03.2014||Financial Year ended 31.03.2013|
4. MANAGEMENT DISCUSSION AND ANALYSIS:
Industry Structure and Developments:
The advanced estimates released by the Central Statistics
Office (CSO) reports that the growth in GDP during the Financial Year 2013-14 isestimated at 4.9 per cent as compared to the growth rate of 4.5 per cent in 2012-13 mainlyon an improved performance in agriculture and allied sectors. Manufacturing however isexpected to register a contraction of 0.2 percent during the year. According to advanceestimates, the services including finance, insurance, real estate and business services islikely to grow 11.2 percent during FY14.
Inflation coupled with the high volatility of India rupee against the appreciating USdollar and a ballooning current account deficit brought anxiousness and disappointmentduring the year. This led to a tighter monetary policy thereby curbing investment.However, the Government and RBI took several measures during August, 2013 to curb the fallin value of Indian rupee and to manage the current account deficit.
Towards the end of the financial year 2014, there was a considerable reduction in thecurrent account deficit, inflation had softened but is expected to remain sticky. Therupee has strengthened and stock markets are looking up reflecting an improving sentiment.
Opportunities & Challenges:
Indias Training sector is still evolving. For your company there are threesegments to be addressed: 1) Corporate Training segment which is our key business, 2)Employability Training being addressed with the Walchand Dale Carnegie Finishing Schoolwhich is a growing segment and 3) CSR segment which is making skills development aresponsible activity for corporates a new opportunity.
Skill deficit is a challenge that Indian companies across sectors are facing and willcontinue to face in the coming months. While the governments emphasis is ondeveloping basic vocational skills to make the potential workforce employable, theemployability of graduates and professionally trained candidates is also under question.Besides that, Indian companies are facing a leadership crisis at the middle managementlevel. As a consequence of these trends, training and development budgets are expected tobe robust across all industries in the coming months.
In the organized corporate sector, demand from companies will likely rise in thefollowing areas:
Mid-management leadership development: The middle management crisis has been noticedacross the industry and companies will invest a sizeable amount of effort in training themiddle management. People development skills, ability to provide feedback, performanceappraisal, communication, strategic thinking and the ability to think beyond functional toorganizational thinking will be the core areas of focus for companies.
Trainer development: Companies will also focus greatly on "train the trainer"programs as newer skilling methods and modes get introduced into the market.
ROI: Return on investment on Training spends has been cited as one of the top metricsthat business leaders will be tracking against each individual learning initiatives.Whatever mode of delivery an organization chooses; programs will be designed keepingmeasurable outcomes in mind.
Coaching-style delivery: Across the globe, instructor-led training is still the mostpopular because of greater chance of interactivity. While a small percentage of companiesare experimenting with effective digital training methods, instructor-led training willstill continue to rule the market. Within instructor-led training, companies are focusingmore on coaching style delivery of content so that engagement with individual modes arehigher and sessions are more effective.
Focus on High Potential development: Succession planning and developing a leadershippipeline is critical for business continuity management. More and more Indian companiesare recognizing the need for identification and development of high potential employees.Also the war for talent is intensifying and high potential development programs are agreat tool for retaining talent. We expect to see a growing number of private as well aspublic sector organizations investing in high potential training and development.
Employee Engagement: It is now a well-researched fact that highly engaged employees aremore productive and have a positive impact on market capitalization of companies. DaleCarnegie research also shows that employee engagement is influenced by relationshipdrivers at various levels of leadership and organization. Companies are actively seekingeffective ways to enhance employee effectiveness, specially through programmaticinitiatives that enhance communication skills, interpersonal skills and boss-subordinaterelationships.
The Government and partner agencies deployed for executing the skill development agendahave identified sectors with the potential to create high employment in the near future.Addressing gaps in the skill development framework in these sectors, coupled with theprovision of effective employment, will be particularly useful to ensure consistentdevelopment of the economy.
The industry has now stepped up its role and is on its way to take charge of thecountrys skill development. With the implementation of the National Skills Policy2009, Sector Skills Councils have begun to appear on the skills landscape. Theseautonomous bodies are set up by the industry to cater to their own requirement. Theindustry has the potential to play a significant role in various aspects of thecountrys skill development mission including setting up skill developmentinstitutes, assisting in capacity expansion, setting quality standards and supply oftrainers.
The industry could provide quality trainers and support the"train-thetrainer" programs. It could look at creating a database of allof the industry experts who are willing to train students or trainers for a shortduration. This could be of great help to training providers and the state governments.
Another opportunity for improving the supply of trainers is to create a new pool.Training of trainers is a key component of the skill development framework. The grossrequirement of instructors in India is approximately 79,000. Furthermore, the annualincremental requirement of instructors is approximately 20,000, whereas, the currentannual capacity of training trainers is only 2,000. The Government and private sector needto collaborate to close the remaining gap, else the mismatch between demand and supply oftrainers could become a serious bottleneck in the implementation of skill developmentprojects. Your company intends to provide Train the Trainer services toaddress this gap in the context of developing the trainer training skills and providingsoft skills curriculum of global quality.
CSR: Making Skills a Responsible Activity
Several prominent industry houses have started contributing to the skilling movement,albeit in a small degree and primarily through CSR actions. While CSR activities thatcontribute to skills development are certainly helpful, they are not sufficient to caterto Indias skill challenge. The industry should not relegate skill development as amere CSR activity, but embrace it as a company strategy. Skill development initiativesprovide a perfect vehicle for corporates to fulfill the new Companies Bill mandateon CSR. This has opened up new possibilities for your Company and the management isexploring strategies to leverage this opportunity.
Outlook, Risks & Control:
Indias economic growth is likely to accelerate to 6.5 percent in 2014-15 from theprojected growth of less than five percent in the current fiscal ending March, accordingto CRISIL
The business outlook for your Company is cautiously optimistic. It is expected thatsince it is election year the first quarter of the year will be ambivalent. However, inthe event of a stable government being elected and a normal monsoon, the macro-economicenvironment is expected to improve thereby enhancing industry investment. In such ascenario a stable growth in business maybe expected.
Your Company endeavours to perform and attempt to deliver the best at all times.However, the statements made in this report describing the Companys objectives,expectations or predictions shall be read in conjunction with the government policies asissued and amended from time to time, the micro as well as macroeconomic scenarioprevailing at that time, global developments and such other incidental factors that mayextend beyond the control of the Company and Management. Keeping this in view, the actualresults may materially vary from those expressed in the statement.
Internal Control Systems and their Adequacy
Your Company ensures that appropriate risk management limits, control mechanisms andmitigation strategies are in place through its efficient and effective Internal ControlSystem and the same completely corresponds to its size, scale and complexity ofoperations. The Company strives to put several checks and balances in place to ensure thatconfidentiality is maintained. Effective procedures and mechanisms are rolled out by afull-fledge Internal Audit System to ensure that the interest of the Company issafeguarded at all times. In addition to this, the Risk Assessment policy of theorganization is reviewed on a quarterly basis by the Audit Committee / Board of Directorsof your Company.
Total income achieved during the year under review is INR 1651.65 lakhs as against INR1839.29 lakhs in the previous year. Income from operations of the Company has been INR1525.82 lakhs against INR 1719.24 lakhs in the previous year, showing a decrease of11.25%. The decrease is largely on account of the sluggishness in certain industry sectorsthat has adversely affected our clients leading to reduction and/or delay in investmentstowards training during the year. After providing for taxation of INR 43.02 lakhs and bycreating deferred tax asset of INR 3.80 lakhs, the net profit of the Company is INR 45.06lakhs as against the profit after tax of INR 176.47 lakhs in the previous year. There hasbeen an increase in expenses on account of one time loss in sale of investments of INR14.69 lakhs and write off of certain fixed assets valued at INR 33.21 lakhs. OperatingProfit (Income from operations less direct expenses) of the Company for the current yearis INR 295.53 lakhs as compared to INR 489.21 lakhs in the previous year, and hence hasdecreased by 40% compared to the previous year, largely on account of decrease inrevenues.
While growth and success are the prime motto of your Company, at the same time it alsorealizes the importance of its intellectual capital. Continuous efforts are made toenhance manpower productivity through its comprehensive compensation and benefit plans forall its employees. In order to develop a healthy environment within the organization, wehave a strong Performance Management System which ensures fairness and growth of allindividuals. A comprehensive code of conduct has been developed for all employees whichreinforces our work ethics. An average eight days of training per year for each employeeis directed at enriching leadership, behavioral, functional and technical skills as wellas bringing about a change in the attitude, knowledge and skill of employees. Thus,through this process of learning and concurrent rewarding, your Company aims to equip itsemployees with essential skills and competencies that would enable them to step the ladderof success.
5. PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 as amended vide Notification no. G.S.R 289 (E)dated March 31, 2011 require the disclosure of the names and particulars of the 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. 2.14 lacs as comparedto the last Financial Years investment of Rs. 69.05 lacs. The market value of thequoted investments was Rs. Nil (previous year Rs. 7.00 lacs).
7. FIXED DEPOSIT:
The Company has not accepted any deposits from public under the Provisions of Section58A of the Companies Act, 1956 and rules framed thereunder during the Financial Year endedMarch 31, 2014. Accordingly, as at March 31, 2014, 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 AnnualAccounts for the financial yearended March 31, 2014, the applicable accounting standardshave been followed along with proper explanationrelating to material departures, if any;ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimatesthat are reasonable and prudent so as to givea true and fairview of the state of affairs of the Company at the end of thefinancial yearended March 31, 2014 and of the Profit of theCompany for the said year; iii) that theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance withthe provisions of the Companies Act,1956, for safeguardingtheassets of the Company and for preventing and detecting fraudan otherirregularities; iv)that the Directors have prepared the Annual Accounts for the year ended March 31, 2014 ona going concern basis.
In accordance with the Articles of Association of the Company and provisions of theCompanies Act, 2013, Mr. Sanjay Jha will retire by rotation at the ensuing Annual GeneralMeeting and being eligible, offer himself for re-appointment. Your Directors recommend hisreappointment.
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 section 139 ofthe Companies Act, 2013.
11. COMPLIANCE CERTIFICATE:
As per Section 383A of the Companies Act, 1956 read with Notification No. G.S.R. 11(E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the 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 Practising Company Secretaries is annexed as a partof 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. NOMINATION AND REMUNERATION COMMITTEE COMPANIES ACT 2013
Pursuant to Section 178 of Companies Act, 2013 the Board of Directors of the Companyhas consented the change in nomenclature of existing Remuneration Committee toNomination and Remuneration Committee as provided under Companies Act, 2013and has also approved the revised terms of reference of the Nomination and RemunerationCommittee as per the provisions of the Companies Act, 2013 (effective from 01/04/2014).
As per the said terms of reference approved by the Board the Nomination andRemuneration Committee shall formulate the criteria for determining the qualifications,positive attributes and independence of a director and recommend to the Board a policy ,relating to the remuneration for the Director , KMP and other employees. TheCompanys policy on Directors appointment and remuneration and other specificationsas mentioned above will be disclosed in the
Boards Report as provided under Section 134 (3) (e) once the same is formulatedby the Committee.
14. COST AUDIT:
The Company is not required to undertake the cost audit as required under Section 233 Bof the Companies Act, 1956.
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
CHAIRPERSON & MANAGING DIRECTOR
Date: 28th April, 2014
1, Construction House,
5, Walchand Hirachand Marg,
Ballard Estate, Mumbai 400 001.
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Pallavi Sanjay Jha , Chairperson & Managing Direct
M N Bhagwat , Director
Sanjay Jha , Whole-time Director
S C Jha , Director
Company Head Office / Quarters:
1 Construction House,
5 Walchand Hirachand Marg,
Phone : Maharashtra-91-22-67818181 / Maharashtra-
Fax : Maharashtra-91-22-22610574 / Maharashtra-
E-mail : email@example.com
Web : http://www.walchandpeoplefirst.com
Computech Sharecap Ltd
147 M G Road 3rd Flo,3rd Flr Opp Jehanagi,Art Gallery Fort,Mumbai-400023
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