Walchand PeopleFirst Limited
Your Directors are pleased to present herewith the 95th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31,2015 together with the Audited Statement of Accounts and Auditors Report thereon.
The State of the Companys Affairs
1. KEY FINANCIAL HIGHLIGHTS :
|Particulars||For the Year ended 31st March, 2015||For the Year ended 31st March, 2014|
|(Rs. in lakhs)||(Rs. in lakhs)|
|Profit before interest, depreciation and taxation||210.87||139.05|
|Less: Provision for Taxation -|
|Current / earlier years||55.06||43.02|
|Less: Deferred Tax recognized||(9.04)||(3.80)|
|Add: Balance brought forward||462.71||417.65|
|Less: Effect of Depreciation due to change in new companies act||13.53|
|Amount available for appropriation||565.20||462.71|
|Proposed Final Dividend||29.04||-|
|Balance carried to Balance Sheet||530.25||462.71|
During the year under review your Company has reported a total income of Rs. 1,911.30 lakhs out of which non-operating income amounts to Rs. 105.87 lakhs which has decreased by Rs. 19.95 lakhs i.e. by 16 % as compared to the previous year. Income from operations is Rs. 1,805.43 lakhs which got increased by Rs. 279.61 lakhs i.e. by 18% as compared to the previous year.
Your Directors are pleased to recommend a final dividend of Re 1/- per equity share.
3. TRANSFER TO RESERVES:
The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.
4. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134 (31 (m) OF THE COMPANIES ACT, 2013:
Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:
A. Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and Sub-Rule 3 (B) pertaining to Technology absorption are not applicable to the Company.
B. Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
|(A) Expenditure In Foreign Currency||Financial Year ended 31.03.2015||Financial Year ended 31.03.2014|
|(B) Earning In|
5. MANAGEMENT DISCUSSION AND ANALYSIS:
Industry Structure and Developments: International rating agency Standard & Poors has sharply revised Indias growth forecast upwards to 7.9% for 2015-16, crediting the move to rising investment and fall in oil prices as it singled out the country in the region. Further, improvements in the fiscal and current account deficits and some forward movement on resolving structural bottlenecks have helped improve the business climate and make India attractive again to both domestic and foreign investors. Indias economic prospects look promising but there are still many challenges. The industry and service sectors both expanded, inflation declined, and efforts to reduce bottlenecks in infrastructure investment buoyed sentiment and increased the countrys attractiveness to foreign capital flows. Net portfolio investment inflow recovered strongly to more than $35 billion.
The strong growth outlook is contingent on further acceleration in investment activity. Recent measures include accelerating environment clearances for infrastructure projects, easing the process of land acquisition for infrastructure and industrial corridors, allowing auction of coal mines to the private sector, and easing the compliance burden of labor laws on small and medium-sized industries.
The new monetary policy framework, under which the primary objective is to maintain price stability while remaining mindful of growth, would help in restraining inflation and improve the coordination between monetary and fiscal policy. The impetus given to capital expenditure in the recent budget will improve the expenditure mix significantly and bodes well for growth prospects. The governments Make in India campaign is expected to further boost manufacturing industries and urbanization.
One of Indias most pressing policy challenges is to promote cities as engines of economic growth and jobs. Ib fully reap the benefits of urbanization, the government must make further efforts to coordinate urban and industry planning to attract industries into cities, and provide the necessary supporting infrastructure.
Opportunities & Challenges: While economic sentiment is buoyant, availability and access to quality talent continues to be a serious impediment facing organizations. Your company is of the view that paucity of talent would continue to pose a problem over the next 5 years. India is betting big on manufacturing through the Make in India initiative. However, the problem of attracting and retaining quality talent also remains a key challenge for the manufacturing sector. In this context, your company is addressing three 3 key segments: 1) Corporate Training Segment which is our key business 2) Education segment where we have made some initial inroads to develop faculty and students so that they are made employable 3) CSR segment where we build capacities of corporate foundations and Not for Profits organizations who are working towards enhancing livelihoods for communities through skill development.
Trainer Quality & Development: As the India growth story gains momentum. The missing factor that could derail the skills initiative is the development of quality trainers who not only have to ensure quality of training but also build true market place competencies for life- long learning. In this emerging paradigm trainers should have a) Technical skills b) Soft Skills c) Pedagogy Skills d) Entrepreneurship development skills. In order to address this your company believes that trainers should be provided with a holistic blend of technical and soft skills training. Trainers form a critical part in the whole institutional delivery mechanism of skill development. Thus enhancing the knowledge and skills of trainers is imperative.
A need for succession planning: Rapidly growing industries, such as those driven by the rise of digital media, often rely on relatively young and inexperienced managers to take on senior positions. By and large, these individuals have not yet developed a leaders perspective. The growth of that talent pool has not kept pace with those of the brands. The ultimate result of this lack of qualified successors senior leaders are postponing retirement. Instead of developing and executing a clear succession plan, executives have been extending their tenure, lacking confidence that the next level of management is up to the task of leading.
Looking for Leaders : Companies have been so focused on growth that they have not invested in developing the next generation of executives. In a study by Harvard Business Publishing, an overwhelming 88 percent of top Indian companies cited gaps in their leadership practice as their top challenge in coming years. 15 to 18 percent of leadership positions in these companies will be unfilled-or will be filled by people underprepared for the jobs. The demand for preparing talent to be ready for leadership roles is increasing and presents an exciting opportunity for your company.
Limited variety of experience at the top: Without a strong leadership pipeline in place, star functional specialists are typically promoted to top roles. These individuals may have a background focused within one domain, and may not have had the opportunity to develop a broader perspective or set of skills. Some companies are now focusing towards targeted on-the-job experiences and in-depth training. But most companies have invested little in this type of executive development. Thus, when functional specialists are promoted into general management positions, few are well prepared and motivated to handle their new roles.
Skilling Mid Level Managers: Traditionally, Indian companies operated in a markedly top-down manner-the person with the corner office made the final decisions, and senior managers oversaw their specific silos. Now it is giving way to a more participative approach, more resonant with the younger generation and more effective for companies that are too big to micromanage. But this new operating model can be effective only if skilled managers are available to fill the ranks. Young talent needs development and supervision, the lack of managers capable of providing this guidance has become more acutely felt.
Workplace Readiness: India lacks the educational institutions it needs, from the earliest years to the post-college level. Thousands of Indian university graduates entering the workforce every year, are often not industry ready or equipped in the skills of global business. This has contributed to a dearth of topnotch candidates and a growing talent war for those few with desirable skill sets.
Insufficient training for new recruits: Many Indian companies struggle with new-hire on boarding programs. Often, the incoming class of MBA recruits is not sufficiently integrated into the broader workforce, and companies put too much hope too early on these new hires shoulders.
The Next Generation: Many Indian executives recognize the above challenges, but are unsure what steps to take to overcome them. Your company has the experience in replicating and implementing specific solutions that have been successful at Global companies and Indian companies instead of generic activities. Your company supports organizations in making talent management and development a key component of an enterprise building activity.
CSR: Given the enormous shift towards CSR, the question for corporates is not whether to engage in CSR, but to find the best possible way forward. Many of the professionals who are practicing CSR lack the skills required to craft and implement CSR programs. Further, CSR has become an opportunity to enhance employee engagement that reinforces employees belief in the companys vision and business values. Dale Carnegies research with NHRDN shows that highly engaged employees are more productive and have a positive impact on market capitalization of companies.
Outlook, Risks & Control: Using new data sources and a revised base year, the government announced new GDP estimates in January, which suggest that the Indian economy is much stronger than was previously believed, and that growth may be closer to that of China. The Union Budget for 2015-16, which provided a balanced policy framework aimed at supporting all sections of the economy. The business outlook for your company is optimistic as the macro- economic environment is expected to improve thereby enhancing industry investment. In this scenario a stable growth in business is expected.
Cautionary Statement: Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Companys objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.
Internal Control Systems and their Adequacy : Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company.
Financial Performance: Total income achieved during the year under review is INR 1911.30 lakhs as against INR 1651.65 lakhs in the previous year. Income from operations of the Company has been INR 1805.43 lakhs against INR 1525.82 lakhs in the previous year, showing an increase of 18.32%. After providing for taxation of INR 55.06 lakhs and by creating deferred tax asset of INR 9.04 lakhs, the net profit of the Company is INR 116.02 lakhs as against the profit after tax of INR 45.06 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 403.84 lakhs as compared to INR 295.53 lakhs in the previous year, and hence has increased by 37% compared to the previous year, largely on account of increase in revenues.
Human Resources: While growth and success are the prime motto of your Company, at the same time it also realizes the importance of its intellectual capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefit plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. A comprehensive code of conduct has been developed for all employees which reinforces our work ethics. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.
6. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2015.
7. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder
8. BOARD MEETINGS:
The Board of Directors (herein after called as the Board) met for four times during the Year under review:
|Sr. No.||Date of Meetings||Venue and time of the meeting||Directors present||Directors to whom Leave of absence was granted|
|1.||28/04/2014||Construction House, 5-Walchand HirachandMarg, Ballard Estate, Mumbai-400 001 Time:12:30P.M.||1. Ms.PallaviJha 2. Mr.SanjayJha 3. Mr.M.N.Bhagwat 4. Mr.V.KVerma 5. Dr. S. C. Jha||1. Dr. Vijay N. Gupchup 2. Mr. Rajeev Dubey|
|2.||30/07/2014||Construction House, 5-Walchan< HirachandMarg, Ballard Estate, Mumbai-400 001 Time:ll:30A.M.||1. Ms.PallaviJha 2. Mr. SanjayJha 3. Mr.M.N.Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey||l.Dr.S. C. Jha|
|3.||31/10/2014||Construction House, 5-Walchanc HirachandMarg, Ballard Estate, Mumbai-400 001 Time:12:30P.M.||1. Ms. Pallavi Jha 2. Mr. SanjayJha 3. Mr.M.N.Bhagwat 4. Mr. V. KVerma 5. Dr.VijayN. Gupchup 6. Dr.S. C. Jha.||1. Mr. Rajeev Dubey|
|4.||29/01/2015||Construction House, 5-Walchan< HirachandMarg, Ballard Estate, Mumbai-400 001 Time:05:00P.M.||1. Ms.PallaviJha 2. Mr. SanjayJha 3. Mr.M.N.Bhagwat 4. Mr. V. KVerma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey||None|
9. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key managerial personnel are as follows:
|Sr. No||Name of the Director||Particulars||Date of resignation|
|1.||Dr. Satish Chandra Jha||Cessation due to death||25/01/2015|
|Sr. No||Name of the Key managerial personnel||Particulars||Date of Appointment|
|1.||Ms. Shruthi Patni||Taking on record the existing key managerial personnel (Chief Financial Officer)||31/10/2014|
10. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:
Pursuant to Section 149 (4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 the Central Government has prescribed that your Company shall have minimum two Independent Directors.
Your Company has following Independent Directors:
|Sr. No.||Name of the Independent Director||Date of appointment/ Reappointment||Date of passing of special resolution (if any)|
|2.||Mr. V. KVerma||30/07/2014||30/07/2014|
|3.||Dr. Vijay N. Gupchup||30/07/2014||30/07/2014|
|4.||Mr. Rajeev Dubey.||30/07/2014||30/07/2014|
|5.||Dr S. C. Jha. *||30/07/2014||30/07/2014|
* Dr. S.C. Jha expired on 25th January, 2015 With deep regret the Board informs you about the sad demise of Dr. S. C. Jha, Director of the Company. His contribution and guidance in the affairs of the Company is highly appreciated.
All the above Independent Directors meets the criteria of independence prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of independence as required under section 149(7) of the Companies Act, 2013.
11. COMMITTEES OF BOARD;
I. Nomination and Remuneration Committee:
The existing Nomination and Remuneration Committee consists of three non-executive directors, all the directors being independent directors and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.
The Composition of the Committee is as under:
Chairman: Mr. V. K.Verma
Members: Mr. Rajeev Dubey, Mr. M.N.Bhagwat
Remuneration Policy Introduction
The Company considers human resources as its invaluable assets. This policy on nomination and remuneration
of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonise the aspirations of human resources consistent with the goals of the Company.
Objective and purpose of the policy:
To formulate the criteria for determining qualifications competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;
To formulate the criteria for evaluation of performance of all the Directors on the Board;
To devise a policy on Board diversity;
To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Companys goals and support the organizations business strategy, operating objectives and human capital needs.
Constitution of Nomination and Remuneration Committee:
The Board has constituted the Remuneration Committee on April 29,2004. The nomenclature of the said Committee was change to Nomination and Remuneration Committee on 17th April, 2014.This is in line with the requirements of the Companies Act 2013. The Board has the authority to reconstitute the Committee from time to time.
Terms of Reference of the Nomination and Remuneration Committee:
The Nomination & Remuneration Committee is the subcommittee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time.
The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows:
!b formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
To identify persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance;
To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
To review the ongoing appropriateness and relevance of the remuneration policy;
To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;
lb decide on all share incentive plans for approval by the Board find shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive Directors and other senior executives and the performance targets to be used;
To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the companys standard form contract for executive directors from time to time;
To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the directors, key managerial personnel and other employees.
Appointment of directors and Key Managerial Personnel:
The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation.
Term of appointment of directors:
a) Managing director/Whole-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re- appointment shall be made earlier than one year before the expiry of term.
b) Independent directors:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a
Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder of under any other applicable Acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations.
The directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the directors and KMP after attaining the retirement age, for the benefit of the Company.
Remuneration of Non-Executive Directors: The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014.
Remuneration of Managing Director & CEO and Executive Director:
i. The remuneration/commission to the Managing Director and Executive Director will be determined by the Committee and recommended to the Board for approval.
ii. The remuneration and commission and increments to be paid to the Managing Director and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.
iii. At the time of appointment or re-appointment, the Managing Director & CEO and the Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act.
iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.
v. The remuneration of the Managing Director & CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise salary, allowances, perquisites, amenities
Pallavi Sanjay Jha , Chairperson & Managing Direct
M N Bhagwat , Director
Sanjay Jha , Whole-time Director
V K Verma , 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