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 |
+91-9892691696
