Wires & Fabriks (S.A) Ltd Directors Report.

For the Year 2020-21

Dear Members,

The Directors of the Company have pleasure in presenting the 64th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2021.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2021 are as under:

(Rs. In Lacs)

31.03.2021 31.03.2020
Total Income 9062.61 9863.86
Profit After Tax 46.79 159.15
Retained Earnings 3284.97 3241.24

DIVIDEND

In view of the unprecedented times and the need to conserve cash at this time, your Directors have recommended to the Members a dividend of Rs. 0.10 per share (previous year Rs. 0.10 per share) amounting to Rs. 3.06 Lacs for the financial year ended 31st March, 2021.

OPERATIONS & FUTURE OUTLOOK

During the year under review, Lockdown, government/covid restrictions/situations affected the performance of the Company and the Company closed the Financial Year with decreased turnover & profits. The current situation is unprecedented. Government/covid restrictions/situation continue. This may have some bearing on our performance in the near future. The Company is making its best efforts to ensure that its employees, their families and the public at large stay safe and all health & government guidelines are followed. Efforts are being made to ensure best results during these adverse times. The plan for expansion cum modernization is underway which is expected to be completed in FY 2022-23.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technology up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years. The current economic scenario may however affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, especially in the packaging segment. The expected completion of expansion cum modernization project together with our strong thrust on exports, will enable your Company to become more competitive and enter new markets.

DIRECTORS

The term of office of Mr. Kishan Kumar Khaitan as Chairman cum Managing Director of the Company is due to expire on 31st March, 2022 and the Board has reappointed him with change in his designation from Chairman cum Managing Director to Executive Chairman of the Company with effect from 1st April, 2022 subject to the approval of shareholders at the ensuing Annual General Meeting.

The term of office of Mr. Mahendra Khaitan, Managing Director is due to expire on 31st March, 2022 and the Board has re-appointed him as Managing Director for a further period of five years with effect from 1st April, 2022 subject to the approval of shareholders at the ensuing Annual General Meeting.

The term of office of Mr. Devesh Khaitan as Executive Director of the Company is due to expire on 31st March, 2022 and the Board has re-appointed him with change in his designation from Executive Director to Joint Managing Director of the Company with effect from 1st April, 2022 subject to the approval of shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Pranika Khaitan Rawat, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. The Board recommends her reappointment. Profile of Mrs. Pranika Khaitan Rawat, is given in the Notice of the Annual General Meeting.

Mr. Satish Ajmera, Mr. Saroj Khemka, Mr. Rishi Bajoria and Dr. Sudhir Bhandari, Independent Directors of the Company, seeked their re-appointments/ appointments at the 63rd Annual General Meeting of the Company held on 21st July, 2020 and the necessary approvals of the Shareholders were granted.

AUDITORS

M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C), Statutory Auditors of the Company were appointed for a term of five years, from the conclusion of the 63rd Annual General Meeting till the conclusion of the 68th Annual General Meeting of the Company. There are no qualifications, reservations, adverse remarks or disclaimer in the Statutory Audit Report and neither any fraud has been reported by auditors under section 143(12) of the Companies Act, 2013.

The Secretarial Audit was carried out by Mr. Mayank Daga, Practicing Company Secretary (Certificate of Practice No. 16509) for the financial year ended 31st March, 2021. In terms of the provisions of the Companies Act, 2013 on recommendation of the Audit Committee, the Board at its meeting held on 13th June, 2020 had appointed Mr. Mayank Daga, Practicing Company Secretary as the Secretarial Auditor for the financial year ending 31st March, 2021. The Secretarial Auditors Report for the financial year ending 31st March, 2021 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Secretarial Audit Report.

INFORMATIONS

Informations / statements as per the applicable provisions of the Companies Act, 2013 & rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard 1 & 2, and other applicable statutory provisions are annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the Customers, Investors, Bankers, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their continued & unstinted efforts during the year.

For and on behalf of the Board
K.K. Khaitan M. Khaitan
Place: Jaipur Chairman cum Managing Director Managing Director
Date: 31st May, 2021 DIN: 00514864 DIN: 00459612