w s industries india ltd share price Directors report


The Members

Your Directors hereby present the Sixtieth Annual Report and the Audited Financial Statements of the Company for the Financial Year ended 31st March 2023. The salient highlights (in the Ind AS format) are provided in the table below:

(Rs. in Million)

For the period ended

Particulars 31st March 2023 31st March 2022
Sales and other operational income 796.72

-

Other Income 31.94 0.93
Total Income 828.67 0.93
Gross Profit / (Loss) from continuing Operations 76.60 (3.37)
Less : Depreciation 2.06 0.01
Interest /Finance Charges 42.53 34.95
Net Profit / (Loss) for the year from continuing operations 32.01 (38.33)
Provision /(withdrawal) for Income Tax / Deferred Tax - -
Net Profit /(Loss) for the year after Tax from continuing operations 32.01 (38.33)
Net Profit/(Loss) for the year after Tax from discontinued operations 164.54 (554.81)
Net Profit/(Loss) for the year after Tax 196.55 (593.14)
Profit / (Loss) brought forward from the previous year (5629.82) (5036.68)
Other Comprehensive Income/(Loss) arising from discontinued operations - -
Surplus/(Deficit)/ carried to Balance Sheet (5433.27) (5629.82)

1. Operations review

a. The Company is in normal operations wef Q2 of the financial year under review.

b. Further to alienation of discontinued business the operations is from the continuing business of turnkey projects from erstwhile operations, newly commenced infrastructure operations and consultancy income.

c. The Company has settled the Remaining Debt outstanding with respect to Visakhapatnam Unit with the Edelweiss Group on 13th April 2022 as full and final settlement with release of all claims outstanding against the Company. With the above Settlements, all the necessary charges with respect to the Vizag Unit were released.

d. Completed the transfer of Vizag Unit/Plant/Undertaking to M/s. Winwin Speciality Insulators Ltd. on 27th April 2022 for a consideration of Rs. 208.50 Millions.

e. After successful completion of financial restructuring of the Company, the Company has raised funds by way of preferential issue (intimated to the stock exchanges on 30th April 2022) to strengthen the operating position of the Company to enable participation in emerging opportunities in the infrastructure space and turn key project segments.

f. There was a change in management of the Company pursuant to the sale of shares by the erstwhile promoter group in April-2022. Pursuant to the Share Purchase Agreement ("SPA") dated 30th April 2022 entered into between Mr. C. K. Venkatachalam, Mr. C. K. Balasubramanian, Mr. S. Anandavadivel, Mr. S. Aravindan, Mr. S. Nagarajan, Mr. K. V. Prakash and Trineva Infra Private Limited ("Acquirers") and the erstwhile promoter group and the Share Subscription Agreement (SSA) dated 30th April 2022 entered into between the Acquirers, Company and the erstwhile Promoter Group, Open Offer was triggered under Regulations 3, 4 & 5 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the Open Offer was given by the Acquirers to the public shareholders of the Company and carried out other consequential actions under the SEBI Regulations. The change in management was effected on 10th June 2022 wherein the Mr. C. K. Venkatachalam, Mr. Mr. S. Anandavadivel and Mr. S. Nagarajan were inducted into the Board as additional directors and Mr.K. B. Anantharaman, Mr. S. Muraleedharan and Mr. K. Rajasekar have resigned from the Board.

g. The status of various litigations have been disclosed in the notes to the financial statements enclosed with this report.

h. The company does not fall under the "Large Corporate Entity" with reference to SEBI Circular No.SEBI/HO/ DDHS/CIR/P/2018/144 dt. 26 11 2018, on "Fund raising by issuance of Debt Securities by Large Entities."

i. The 925000 Non-convertible, Redeemable and Cumulative Preference Shares of Rs.100/- each fully paid up held by Trala Electromech Systems Private Limited and due for redemption on 30th September 2022 has been extended by the above shareholder for a further period of 12 months, i.e., upto 30th September 2023 and further extended upto 30th September 2024.

j. The 350000 Non-convertible, Redeemable and Cumulative Preference Shares of Rs. 100/- each fully paid up held by Vensunar (P) Ltd. and due for redemption on 31st August 2022 has been extended by the above shareholder for a further period of 12 months, i.e., upto 31st August 2023 and further extended upto 31st August 2024.

k. The shares of the Company have been moved out of GSM Framework w.e.f 14th March 2023 by BSE Vide its notice no.20230310-77 dated 10.03.2023 and NSE Vide its circular reference No.158/2023 dated 10.03.2023.

l. The detailed analysis of the Companys performance during the year has been provided in Annexure - 1 to Boards Report under "Management Discussion and Analysis Report".

m. The effects of COVID-19 pandemic did not have any significant impact on the Companys operations and compliances, during the period under review.

2. Dividend

No dividend has been proposed on the Equity shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share

Capital.

3. Share Capital

The Paid up equity share capital of the Company as on 31st March 2023 was Rs.41,80,22,670/- divided into 4,18,02,267 equity shares of face value of Rs.10/- each.

The Paid up preference share capital of the Company as on 31st March 2023 was Rs.12,75,00,000/- divided into 12,75,000 preference shares of face value of Rs.100/- each.

(i) During the year the company has made preferential allotment for 46,34,224 equity shares on 10th June 2022.

(ii) During the year the company has made preferential allotment for 43,60,000 equity shares on 26th December 2022.

(iii) During the year the company has made preferential allotment for 2,27,25,000 Convertible Warrants on 26th December 2022

(iv) During the year the company has made preferential allotment for 19,95,000 equity shares on 5th January 2023.

(v) During the year the company has made preferential allotment for 8,75,000 Convertible Warrants on 5th January 2023.

(vi) During the year the company has converted 45,52,436 warrants to equity shares fully paid on 23rd March 2023.

4. Reserves

No transfer to reserve is provided for during the period under review.

5. Particulars of loans, guarantees or investments

The Company has not provided any loan, guarantee under Section 186 of the Companies Act, 2013 or made any investment (except the investment in subsidiary) during the year under review.

6. Transfer of unpaid Dividend to Investor Education and Protection Fund

There is no obligation to transfer the unpaid/ unclaimed shares to the Investor Education and Protection Fund In terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules 2021 as amended.

7. Fixed Deposits

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013.

8. Corporate Governance

A separate report on Corporate Governance along with a Certificate of Compliance forms part of this report vide Annexure - 2.

9. Subsidiaries

During the period under review, your Board of Directors have reviewed the Financial Statements of WS Insulators Private Limited (wholly owned subsidiary).

Your Company has, in accordance with Section 129 (3) of the Companies Act 2013 prepared the Consolidated Financial Statements for the Financial Year ended 31st March 2023, which forms part of the Annual Report. Further the statement containing the salient features of the Financials of the subsidiaries in the Form AOC 1 is attached as Annexure 3 to this Report.

In accordance with Section 136 of the Companies Act 2013, the audited standalone and consolidated financial statements are available on our website www.wsindustries.in

10. Related Party Transactions.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions during the year, which, in the opinion of the Board, may have potential conflicts with the larger interests of the Company. The details of transactions with related parties have been disclosed in form AOC-2 as Annexure 4 and form part of this Annual Report.

The policy on related party transactions is available on the Companys website in the https://wsindustries.in/ storage/app/uploads/public/63f/593/5b9/63f5935b9f9d6637491464.pdf

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Since the company is operating in infra structure segment, reporting on the particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption does not arise.

Foreign Exchange Earnings:

Foreign Exchange Inward - NIL Foreign Exchange Outward - NIL

12. Extract of Annual Return

I n terms of the requirements of section 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the copy of the Annual Return in prescribed format is available on the website of the Company https://wsindustries.in/storage/app/uploads/public/64e/9f7/d42/64e9f7d4206f2227527639.pdf

13. Material changes and commitment affecting financial position between the Financial Year ended 31st March 2023 and the date of this Report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report; and there are no significant and/or material orders passed by the regulators or courts or tribunals impacting the company.

14. Risk Management Policy

The Board had established Risk Management policy which formalizes the Companys approach to overview and manage material business risks.

15. Corporate Social Responsibility

Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility is not applicable to the Company.

16. Policy on directors appointment and remuneration and other details

The Companys policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://wsindustries.in/storage/app/uploads/public/63f/592/776/63f59277658c1822178963.pdf

17. Internal Financial Controls

Your Company has internal financial controls commensurate with its position at the current juncture with respect to financial reporting.

18. Directors and Key Managerial Personnel (KMP)

Independent Directors

All independent Directors hold their respective office as per the below table and are not liable to retire by rotation. During the year the company has appointed Ms. Revathi Raghunathan, Non Executive Independent Director w.e.f 22.07.2022. In the opinion of the Board, the existing Independent Directors are with sufficient Integrity, expertise and experience. As per the provisions of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014, all the Independent Directors have registered their name in the databank maintained by the Indian Institute of Corporate Affairs and the Independent Directors will evaluate their past experiences and complete the online proficiency test, if applicable.

Retirement by rotation seeking reappointment

Mr. C.K.Venkatachalam is a Bachelor of Technology, having 18+ years of experience and expertise in various government projects, large scale industrial projects and all types of civil engineering works. A well renowned expert partner, providing industry- leading staff, technology and skills to deliver engineering solutions that exceed expectations. Mr.C.K.Venkatachalam is a secretary in Builders Engineering College, Kangeyam, Tirupur District, Tamil Nadu. The Company has been greatly benefited by his knowledge and rich experience.

Mr. C.K. Venkatachalam (DIN:00125459) Managing Director who will retire by rotation at this Annual General Meeting of the Company under Section 152(6) of the Companies Act 2013 has expressed his desire to seek reappointment on the Board upon expiry of his present term.

Chairman

Mr.S. Nagarajan, had been re-designated as Executive Chairman by the Board in their meeting held on 22nd July 2022 and by the members in their 59th Annual General Meeting held on 1st September 2022 for a period of five years effective from 22nd July 2022 on non-rotational basis.

Managing Director

Mr.C.K. Venkatachalam, had been appointed as Managing Director by the Board in their meeting held on 22nd July 2022 and by the members in their 59th Annual General Meeting held on 1st September 2022 for a period of two years effective from 22nd July 2022 on rotational basis

Joint Managing Director

Mr.S.Anandavadivel, had been appointed as Joint Managing Director by the Board in their meeting held on 22nd July 2022 and by the members in their 59th Annual General Meeting held on 1st September 2022 for a period of two years effective from 22nd July 2022 on rotational basis.

Whole Time Director

Mr.K.Rajasekar, Whole Time Director of the Company resigned on 10.06.2022.

Mr. Kalavar Vittal Rao Prakash, had been appointed as Whole Time Director by the Board in their meeting held on 22nd July 2022 and by the members in their 59th Annual General Meeting held on 1st September 2022 for a period of two years effective from 22nd July 2022 on rotational basis.

Woman Director

In terms of Section 149 of the Companies Act 2013, the Company is required to have a woman director on its Board. Ms. Suguna Raghavan, Independent Director and Ms.Revathi Raghunathan, Independent Director (w.e.f 22.07.2022) are on the Board of the Company.

Other Directors

Mr.K.B.Anantharaman, Director and Mr.S.Muraleedharan, Director of the Company held office upto 10.06.2022. Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mr. K. Rajasekar, Whole Time Director (upto 10.06.2022), Mr. Kalavar Vittal Rao Prakash, Whole Time Director (from 22nd July 2022), Mr. S. Nagarajan, Managing Director (upto 22nd July 2022), Mr. C.K. Venkatachalam, Managing Director (from 22nd July 2022) and Mr.B. Swaminathan, Chief Financial Officer and Company Secretary are the Key Managerial Personnel of the Company, as on date of this report.

No employee draws remuneration in excess of the limits prescribed under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014. Remuneration drawn by KMP have been disclosed in Form No. MGT-7 uploaded in the website of the Company https://wsindustries. in/storage/app/uploads/public/64e/9f7/d42/64e9f7d4206f2227527639.pdf Therefore, details pertaining to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure 5 to this report.

19. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

20. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the necessary performance evaluation of the Board has been carried out.

21. Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2022-23 along with attendance details of each director, forms part of the Corporate Governance Report of this Annual Report.

22. Committees

The details regarding Committees of Board of Directors of the Company are given in the Corporate Governance Report of this Annual Report.

23. Auditors Statutory Auditors

M/s. Brahmayya & Co, Chartered Accountants, Chennai, (Firm Registration No. 000511S), were appointed as Statutory Auditors of the Company for a period of five years from the Conclusion of 59th Annual General Meeting till the conclusion of 64th Annual General Meeting.

Internal Auditor

Pursuant to the requirements of Section 138 of the Companies Act, 2013 read with rule 13 the Companies (Accounts) Rules, 2014, M/s. Vivekanandan Associates, Chartered Accountants (FRN:005268S) was appointed as Internal Auditor to conduct Internal Audit of the Company for the financial year 2022-2023.

Secretarial Auditor

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 read with rules made thereunder, Ms. Lakshmmi Subramanian (Membership No. 3534 CP No. 1087), Senior Partner, M/s. Lakshmmi Subramanian & Associates, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the Secretarial Auditor is enclosed as Annexure 6 to this Report. There are no qualification in Secretarial Audit Report for the year ended 31.03.2023.

Cost Auditor

During the period under review, Cost Audit is not applicable to the company.

24. General

The Company has, in accordance with generally accepted accounting practice, disclosed the impact of pending litigations on its financial position in its financial statements.

25. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the year under review, there were no complaints under this Act.

26. Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://wsindustries.in/storage/app/uploads/ public/63f/591/80a/63f59180a17d0872997809.pdf

27. Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. The Company has devised systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

28. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

29. Commission received by Director from holding or subsidiary company:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

30. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors wish to state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed. In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2023 and of the profit or loss of the Company for the period under review.

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis.

e. 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, taking into consideration the current circumstances and

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively taking into consideration the current circumstances.

31. Management response in the directors report for the Clause ix (d) to the Annexure ‘A to the Independent Auditors Report on the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act:

The Company had participated in an e-auction for a property in Sunguvar Chathram, Sriperumbudur Taluk, Kancheepuram District of Tamil Nadu, under SARFAESI, on 09.03.2023. The Company stood as the successful bidder, being an auction under SARFAESI, a Sale Certificate was issued confirming the ownership and possession on 27.03.2023. Accordingly, the Company had remitted the sale consideration of Rs. 107.35 Crores. The Company is in the process of registering the Sale Certificate with Sub Registrar Office of Sunguvarchatram. Pending mutation in favour of the Company the purchase consideration paid amounting to Rs.107.35 crores has been classified as Capital advance in financial statements in the year under review.

The Company envisages a modern logistics park, and, in consultation with architects proposes to develop an integrated township with attendant infrastructure. The Company will associate with relevant industry leaders and financial institutions to develop this project and generate annuity and significant revenues. Detailed master plan is being developed including optimal land use that will enable the Company to leverage significantly on this acquisition and consequent value maximization. The detailed proposed master plan will have the optimum mix of land parcels having partly as long term assets and partly forms part of inventories in the Company which will be ascertained once definitive plan is being developed. Once the master plan is implemented the proportion of short term and long term assets will be ascertained and accordingly appropriately disclosed in the subsequent financial statements.

32. Listing of Shares:

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fees there against have been paid up to date.

33. Certificate from Practicing Company Secretary:

A Certificate has been received from Mrs. Lakshmmi Subramanian, Senior Partner of M/s. Lakshmmi Subramanian & Associates, Practising Company Secretary that the Company is in compliance with provisions of Section 164 of the Companies Act 2013. The Certificate of Practicing Company Secretary is enclosed as Annexure 7 to this report.

34. Green Initiatives:

The Annual Report and other shareholder communications are all available in electronic as well as paper format. We would like to take this opportunity to encourage you to consider receiving all shareholder communications electronically including future notices of meeting.

35. Reporting of Fraud

During the year under review neither the statutory auditors nor the secretarial auditors has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013

36. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institution, Government authorities, other stakeholders and members during the year under review. Your Directors also wish to place on record their acknowledgement and gratitude for the commitment shown by the Companys personnel who have been functioning under very trying circumstances. Your Directors also wish to express their appreciation for the erstwhile promoter group that has steered the Company through difficult times in the last few years and the Company shall strive to take the rich heritage forward with the same zeal and motivation exhibited by the erstwhile promoter group.

For and on behalf of the Board
S. NAGARAJAN C.K. VENKATACHALAM
Place : Chennai CHAIRMAN MANAGING DIRECTOR
Date : 30th August 2023 DIN:07036078 DIN:00125459