walchand peoplefirst ltd Directors report

To,

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 103^rd Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2023. The State of the Companys Affairs

1. KEY FINANCIAL hIGhLIGhTS:

Particulars	For the Year ended 31.03.2023	For the Year ended 31.03.2022
	(INR. in lakhs)	(INR. in lakhs)
Profit before interest, depreciation and taxation *	482.13	307.99
Less: Interest	(8.77)	(1.89)
Less: Depreciation/
	(69.04)	(34.39)
Amortisation
Less: Provision for
Taxation – Current / earlier years	(66.27)	(75.75)
Add / (Less): Deferred
	11.57	(11.38)
Tax recognized
Net Profit *	349.62	184.57
Add/(Less): Other
Comprehensive	6.07	10.62
Income (Net of tax)
Profit after Other
Comprehensive	355.69	195.19
Income *
Add: Balance brought forward	1328.25	1133.06
Less: Impact of
Ind AS 116 - Lease	-	-
Accounting
Amount available for appropriation	1683.94	1328.25
Less: Dividend paid for the year ended	(36.30)	-
31st March 2022
Less: Dividend Tax	-	-
Balance carried to
	1647.64	1328.25
Balance Sheet

During the year under review, the Company has reported a total income of INR 2423.94 Lakhs out of which non-operating income amounts to INR 403.83 Lakhs. Income from operations is INR 2020.11 lakhs which has increased by INR 238.68 Lakhs i.e., by 13% as compared to the previous year.

During the year under review, the Company has reported Net Profit after tax and other comprehensive Income of Rs. 355.69 Lakhs during the year as compared to Rs. 195.19 Lakhs in the previous year.

2. ChANGE IN ThE NATURE OF BUSINESS:

There is no change in the nature of Business by the Company during the period under review.

3. DIvIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 1/- per equity share of the company for the Financial Year ended 31^st March, 2023.

4. TRANSFER TO RESERvES:

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

5. CONSERvATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN ExChANGE EARNINGS AND OUTGO: (A) Conservation of energy -

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(B) Technology Absorption -

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(C) Foreign exchange Earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:

A. Expenditure in Foreign Currency	Financial Year ended 31.03.2023	Financial Year ended 31.03.2022
	(INR. in lakhs)*	(INR. in lakhs)*
Royalty Remitted	149.31	164.33
Others	93.58	65.18
B. Earnings in	Financial Year ended 31.03.2023	Financial Year ended 31.03.2022
Foreign currency
	(INR. in lakhs)	(INR. in lakhs)
Professional fees	4.39	8.24
Others	91.55	0.26

*Expenses are grossed up.

6. MANAGEMENT DISCUSSION AND ANALYSIS: MANAGEMENT DISCUSSION AND ANALYSIS FOR FY 2022-23: Economic Trends:

The world faces a double whammy; overheated economies requiring a calming palliative of monetary policy tightening, and rising interest rates that threaten to push the world into a recession, if the growth momentum suddenly goes into negative overdrive. A calibrated balance is required, but with each country facing its own unique struggle, a coordinated response with synchronous policies, like at the time of the Great Recession, is warranted but not likely. Western governments are hypersensitive to inflationary trends, and as the US Fed rate hikes show, they are not inoculated from taking stringent steps to contain the price spiral. The Ukraine war, now in its anniversary plus phase, is continuing to cause havoc to oil prices ( at USD 85 per barrel as of April, 2023) and accentuate supply chain gridlocks. The global outlook is thus bleak on account of elevated inflation, rising interest rates, and falling investment. As the World bank has noted, if geopolitical tensions worsen on account of a new military threat like the Taiwan crisis between USA and China, or a sudden escalation in the Covid 19 pandemic which has risen dramatically in India recently, the world faces the dismal prospect of another slump, which could lead to the first time in more than 80 years that two global recessions have occurred within the same decade. These are difficult times for those economies heavily dependent on the export growth model.

According to the World bank, "The global economy is projected to grow by 1.7% in 2023 and 2.7% in 2024. The sharp downturn in growth is expected to be widespread, with forecasts in 2023 revised down for 95% of advanced economies and nearly 70% of emerging market and developing economies".

The silver lining could be the projected growth rate China. China has reported a growth rate of 5.2 per cent in 2023 against its growth rate of three per cent in 2022. It appears to be rebounding robustly following the end of its disastrous zero-Covid policy that had resulted in a virtual national lockdown.

The International Monetary Fund (IMF) has recently lowered Indias GDP growth forecast for the current fiscal to 5.9 per cent from 6.1 per cent earlier. This is a disconcerting assessment and signals a creeping slowdown. We must remember that India has yet to see a sustained period of economic buoyancy on an upward trajectory since 2016; the aftermath of the pandemic still haunts social sector allocations, and gross fixed capital formation. Saudi Arabia has displaced India as the fastest growing economy in the world.

Several analysts believe that the enhanced rise in capital expenditure ( 3.3% of GDP) in budgetary allocations will crowd in private investment leading to a strong fiscal performance. With sluggish exports, depreciating rupee, tepid manufacturing, and still modest level inflation, we are unlikely to see a sharp improvement though. Indias economy needs a significant boost from the private sector; FDI is not sufficient to cover the gap. Schemes like the PLI have the potential but are yet to deliver on its principal focus areas, jobs and exports. Moreover, it is misplaced optimism to expect global companies to relocate overnight from China to other manufacturing destinations. India also has intense competition from already established South East Asian countries that have a less bureaucratic and more infrastructure friendly environment for faster execution of projects.

The future may not be as gloomily grim but it is certainly uncertain.

Opportunities and Challenges:

The macroeconomic trends are yet to stabilize, and they pose an imposing challenge to business and industry. Capital expenditures pay-off in the long term as they create a multiplier effect. With the exports sector likely to face headwinds on account of slowing GDP growth abroad, domestic demand will be critical if India is to achieve its potential. In this area, we run the risk of falling woefully short. Pay-outs on social schemes such as MNREGA have been lowered, and we do not have urban guarantee employment schemes either. With joblessness still reportedly distressingly high at 7.8% and several having dropped out of the labour force, aggregate demand from Indias demographic dividend will fall woefully short. One of the important components of economic growth thus continues to remain fragile.

With interest rates still ruling on the higher side, despite RBI taking a momentary pause, it is unlikely that corporate borrowing will see a high credit offtake. The construction sector might also become bearish as home loans become expensive, thus consuming a big chunk of disposable income.

The Big Tech sector has been on a massive retrenchment of their workforce, their layoffs adding to urban unemployment woes. One can foresee that the start-up sector is seeing a drying up of angel and venture capital funding and this trend is likely to continue in the Ed tech and Fin tech area that had seen an exponential boom recently, leading to the inevitable market correction.

It needs to be mentioned that the recent financial emergency in one of the largest infrastructure groups in India has also drawn attention to our regulatory mechanisms, leading to unfavourable publicity and perceptions. Given the fact that we live in a globally wired world, these can have ramifications. We are dependant on FDI and FPI to shore up our current account deficit, under severe strain because of currency depreciation, lacklustre exports, rising oil and commodity prices and imports.

We remain bullish on account of size of our consumer markets, potentially repressed demand that on fruition could be a game-changer, improved infrastructure, and hopefully, greater transparency in governance. Further, despite many challenges, most companies across sectors are building themselves up from the drastic shrinkages of workforce during the pandemic as they settle into their new business models and adapted business plans. This presents a positive trend for increased investment in talent development.

Outlook, Risks and Control

While the economy broadly continues to be somewhat bumpy, it is reasonable to assume that some sectors will continue to show positive growth, while others will benefit from their inherently recession-proof character. We foresee the healthcare sector to be in the forefront of stable expansion, given the vulnerabilities in state public health infrastructure, post-pandemic social consciousness on physical and mental conditions, wellness becoming a new hygiene requirement in peoples lives, and the ageing pensioner population who will require medical/ financial support. Thus, even insurance will probably boom in India; one, we have a fairly low penetration rate, secondly, there is greater awareness of contingencies and unforeseen black swan moments.

Although so far little has been done other than tokenism on climate change, we expect clean energy and green technology to become centre stage in Indias growth story. With large corporates investing in renewable energy, both solar and wind, and moving away from fossil -fuels, these areas could see demand for skilled and specialist manpower. In our learning and development industry, it is the sunrise sectors, many who maybe the Unicorns of the future, where we see sustainable growth. Of course, right now, these sectors are being outpaced by the traditional biggies who continue to be drivers of Indias growth engine; namely, banking and financial services, FMCG, automobiles ( particularly two wheelers and small to medium sized cars), IT software, Retail, and lastly, construction, both housing and infrastructure. It can be predicted with a modicum of certitude that despite occasional shocks, India has a base level growth of 4% to work with. But inching above that will take policy governance, level playing field among competitors and administrative translucency. For job creation and attractiveness for business investment, they will be mandatory.

Cautionary Statement

We operate, like all corporations, public or private, in a larger ecosystem that comprises of regulators, government, marketplace, technology, shareholders, customers, community and society. We are committed to continuously adapt and ameliorate our business output. However, we do recognise that we exist in a world that moves forward on co-dependency, mutual trust, rule of law, and shared goals, and must be prepared for disruptive changes, unpredictable developments, and destabilizing global events; like the pandemic, Ukraine war, China-US Cold War, ChatGPT etc.

One of the challenging areas for most business entities is to manage the inevitable challenges posed by a complex environment. The economic policies, national mood, political risks, market and consumer sentiment play a big role in our corporate delivery. Thus, we would like to issue a caveat that the final results of our company may be affected either marginally or significantly by the prevalent business climate in the country and may vary from our expressed goals articulated earlier during the fiscal year.

Internal Control Systems

As a publicly listed company we have several statutory obligations. But besides fulfilling what is legally expected of us, we have our own internal goal to be a highly compliant company following the best business practises. This takes priority as we do not want to take short cuts just to achieve financial objectives. Ethical compromises are unacceptable no matter the profitability compulsions. This usually takes many forms.

To start with, we follow due diligence in all the report filings, which are regulatory musts. We also do internal audits of our operating processes to ensure that there is no deviation from standard norms. Most importantly, there is full disclosure of our audit findings.

Technology plays a vital role to keep the human error part to the barest minimum. We also have the added responsibility to minimize the threat of data theft, cybersecurity, and hacking. We also have checks and balances within to ensure that there is no unilateral decision-making; there is no undue individual concentration of authority. Organizational imperatives are given the highest priority. Of course, this requires constant review of processes and procedures to make sure that we are updated at all times.

Financial Performance

Total income achieved during the year under review is 25% higher at INR 2,423.94 lakhs as against INR 1,943.81 lakhs in the previous year. Income from business operations of the Company has been INR 2,020.11 lakhs as against INR 1,781.45 lakhs in the previous year, showing a modest increase of 13%, mostly on account of new customers and customer retention. Owing to good working capital management, avoiding wasteful expenditure, and negotiating cost-friendly deals with suppliers, along with Other Income of INR 403.83 lakhs, the Company has achieved total EBITDA of 20% on total income as compared to 16% last year.

After providing for current tax of INR 66.27 lakhs, deferred tax income of INR 11.57 lakhs and Other Comprehensive income of INR 6.07 lakhs, the net profit of the Company is INR 355.69 lakhs as against the net profit of INR 195.19 lakhs in the previous year, a growth of nearly 82%. Thus, we have a resultant total PAT of 15% on total income as compared to 10% last year, which can be attributed to a one-off higher Other Income. human Resources

We are a people-driven company in the peoples business. Over the last couple of years, business leaders have faced an enormously uncertain landscape, battling the new dynamic of the conflict between work from home and the return-to-office policies, high levels of attrition, and mostly, unhappy employees who are stressed out.

We see the trend of human resource disruptions becoming more acute in the coming years. As new startups scale up and the Big Boys expand their horizons, the talent marketplace is likely to get crowded. It must be advised, however, that jobs will be available for fewer people but with the right skill sets and attitude. Indias unemployment problem is unlikely to see an upward bump. In the face of an economic slowdown, and with most companies preparing for it, the workforce will feel the heat as companies keep costs controlled while seeking higher productivity.

There is one irrefutable principle that will determine the future of companies; talent spotting and thereafter retention will be the most important functions. People are back with a bang, even in an employee surplus market.

7. REvISION OF FINANCIAL STATEMENT OF ThE COMPANY/ ThE REPORT OF ThE BOARD:

The Financial statement of the Company/ Board Report has not been revised during the financial year 2022-23 as per Section 131 of the Companies Act, 2013.

8. ANNUAL RETURN:

As per the amendment, in Rule 12 of the Companies (Management and Administration) Rule, 2021 the requirement of extract of Annual Return in Form MGT-9 is omitted. As per the amendment, every company shall place a copy of the annual return in form MGT-7 on its website and the web link of such annual return shall be disclosed in the Boards report.

The Annual Return of the Company in Form MGT-7 has been uploaded on the website of the Company and is available at the following link: https://www.walchandpeoplefirst.com/wp-content/ uploads/2023/06/Annual-Return-F.Y.-2022-2023.pdf

9. 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.

10. ThE DETAILS IN RESPECT OF ThE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITh REFERENCE TO ThE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls besides timely statutory audits, limited reviews and internal audits taking place periodically.

11. BOARD MEETINGS:

The Board of Directors (hereinafter called as "the Board") met five times during the Year under review:

Sr. No.	Date of the Meetings	venue and Time of the Meetings	Directors present	Directors to whom Leave of Absence is granted
		1st Floor, Construction	1. Ms. Pallavi Jha
		House, Walchand Hirachand	2. Mr. Sanjay Jha
1.	29.04.2022	Marg, Ballard Estate,	3. Mr. Joseph Pereira	None
		Mumbai – 400 001	4. Mr. H. N. Shrinivas
		Time : 4:30 P.M.	5. Mr. Jehangir Ardeshir
		1st Floor, Construction	1. Ms. Pallavi Jha
		House, Walchand Hirachand	2. Mr. Sanjay Jha
2.	29.07.2022	Marg, Ballard Estate,	3. Mr. Joseph Pereira	None
		Mumbai – 400 001	4. Mr. H. N. Shrinivas
		Time : 5:30 P.M.	5. Mr. Jehangir Ardeshir
		1st Floor, Construction	1. Ms. Pallavi Jha
		House, Walchand Hirachand	2. Mr. Sanjay Jha
		Marg, Ballard Estate,	3. Mr. Joseph Pereira
		Mumbai – 400 001	4. Mr. H. N. Shrinivas
3.	31.10.2022
		(Through Video	5. Mr. Jehangir Ardeshir	None
		Conferencing/Other Audio-
		Visual Means)
		Time : 12:45 P.M.
		1st Floor, Construction	1. Ms. Pallavi Jha
		House, Walchand Hirachand	2. Mr. Sanjay Jha
4.	27.01.2023	Marg, Ballard Estate,	3. Mr. Joseph Pereira	None
		Mumbai – 400 001	4. Mr. H. N. Shrinivas
		Time : 4.00 P.M.	5. Mr. Jehangir Ardeshir

12. ChANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Pallavi Jha retires by Rotation and being eligible, offers herself for re-appointment in the ensuing Annual General meeting.

13. 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 readwiththeCompanies(AppointmentandQualifications of Directors) Rules, 2014 (subject to amendment and re-enactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.

In view of the above provisions, your Company had the following Independent Directors during the year under review:

Sr. No.	Name of the Director	Date of Appointment	Date of the passing of Resolution (if any)
1.	Mr. H. N. Shrinivas	26.10.2018	31.07.2019
2.	Mr. Jehangir Ardeshir	05.02.2019	31.07.2019
3.	Mr. Joseph Pereira (Regularized as an Independent Director with effect from 30th July 2021)	26.10.2020	30.07.2021

All the above Independent Directors meet the criteria of ‘independence prescribed under Section 149(6) and have submitted a declaration to the effect that they meet the criteria of ‘independence as required under Section 149(7) of the Companies Act, 2013.

14. STATEMENT REGARDING ThE INTEGRITY,

ExPERTISE, AND ExPERIENCE OF ThE

INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Director of the Company whose appointment was regularized by the shareholders in the Annual General Meeting held on 30^th July, 2021; meet the requirements of integrity, expertise and experience as required by Company.

15. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The Committee acts in accordance with the ‘Terms of Reference approved and adopted by the

Board from time to time. The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. H. N. Shrinivas	Chairman
2	Mr. Jehangir Ardeshir	Member
3	Mr. Joseph Pereira	Member

Remuneration Policy

Introduction:

The Company considers human resources as an invaluable asset. 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 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonies 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 Independent Director and 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

21 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 changed to "Nomination and Remuneration Committee" on 17^th April, 2014 and the Company has reconstituted committee on Board Meeting held on 05^th February, 2019 and subsequently reconstituted it once again during the Board Meeting held on 26^th October, 2020. 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 sub - committee 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:

1. To 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;

2. 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;

3. 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;

4. To review the ongoing appropriateness and relevance of the remuneration policy;

5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

6. To decide on all share incentive plans for approval by the Board and 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 the Executive Directors and other senior executives and the performance targets to be used;

7. 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;

8. 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 reappointment 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.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder including any amendments made thereon and 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.

Retirement:

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 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactments thereof from time to time).

Remuneration of Managing Director, CEO and Executive Director: i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval. ii. The remuneration, commission and increments to be paid to the Managing Director, CEO 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 reappointment, the Managing Director & CEO and 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 Managing Director & CEO and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder. 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 of salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/ commission. vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following: a) The relationship of remuneration and performance benchmarks is clear; b) Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; c) Responsibility required to be shouldered by the Managing Director & CEO and Executive Director and the industry benchmarks and the current trends; vii. The Companys performance vis-?-vis the annual budget achievement and individual performance vis-?-vis the KRAs / KPIs.

Remuneration of Key Managerial Personnel and their employees: i. In determining the remuneration of the KMPs and other employees, the Nomination

& Remuneration Committee shall consider the following: a) The relationship of remuneration and performance benchmark is clear; b) Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; c) The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance-based incentive; d) The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Companys performance vis-?-vis the annual budget achievement, individuals performance

23 vis-?-vis KRAs / KPIs, industry benchmark and current compensation trends in the market; ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned herein above and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval. iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.

Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.

II. Audit Committee:

The existing ‘Audit Committee of the Company consists of three Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the ‘Terms of Reference specified by the Board in writing from time to time. The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. Joseph Pereira	Chairman
2	Mr. Sanjay Jha	Member
3	Mr. Jehangir Ardeshir	Member

Terms of Reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by them;

4. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Qualifications in the draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the Company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed; b. The vigil mechanism under sub-section (9) of Section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases; 19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 20. The Audit Committee shall mandatorily review the following information: a. Management discussion and analysis of financial condition and results of operations; b. Management letters/ letters of internal control weaknesses issued by the statutory auditors; c. Internal audit reports relating to internal control weaknesses; and d. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee; 21. The Audit Committee shall have powers, which should include the following: a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company; b. To seek information from any employee; c. To obtain outside legal or other professional advice; d. To secure attendance of outsiders with relevant expertise, if it considers necessary; 22. All Related Party Transactions and subsequent modification shall require prior approval of the Audit Committee. Approval or any subsequent modification of transactions of the company with related parties; 23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the Company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing,

The functions of the Stakeholders Relationship Committee/Shareholders Grievance Committee include the following:

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates;

3. Review of shares dematerialized and all other related matters;

4. Monitors expeditious redressal of investors grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

Iv. The vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www.walchandpeoplefirst.com).

25

Sr. No.	Name of the Member	Designation
1	Mr. Jehangir Ardeshir	Chairman
2	Mr. Sanjay Jha	Member
3	Ms. Pallavi Jha	Member

working capital, etc.), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the Company shall prepare a statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the Company. Furthermore, where the Company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.

III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Committee has the mandate to review, redress shareholders grievances and to approve all share transfers/transmissions. The composition of the Stakeholders Relationship Committee/ Shareholders Grievance Committee as on 31^st March, 2023 is as under:

16. QUALIFICATIONS GIvEN BY ThE AUDITORS: There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report, however Secretarial Auditors of the Company have made the qualification in their report that, there was an inadvertent delay in filing the Investors Complaint under Regulation 13(3) of the Listing Regulation for the quarter ended on 30^th September 2022 and the Company has duly paid Penalty to BSE Limited as per its directives.

Company Secretarys Response:

The delay in filing the disclosure of Investor Complaint under Regulation 13(4) of the Listing Regulation for the quarter ended on 30^th September 2022 was due to inadvertent human error . The Company paid the penalty to BSE Limited as per their bill.

17. CONTRACTS OR ARRANGEMENTS WITh RELATED PARTIES:

The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter Ix relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure – I.

18. ANNUAL EvALUATION BY ThE BOARD OF ITS OWN PERFORMANCE AND ThAT OF ITS COMMITTEES AND INDIvIDUAL DIRECTORS:

As required under Section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been Carried out by your Company during the year under review as per the evaluation criteria approved by the Board and based on the guidelines given in schedule IV to the Companies Act, 2013. For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating director has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of six. Such evaluation exercise has been carried out: i. of Independent Directors by the Board; ii. of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 27^th January, 2023; iii. of the Board as a whole by all the Directors; iv. of the Committees by all the Directors; v. of the Chairperson of your Company by the Independent Directors in separate meeting after taking into account the views of the Executive/Non-Executive Directors; vi. of the Board by itself.

Having regard to the industry, size and nature of business your Company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. The Independent Directors of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria for the evaluation of the Independent Directors are: a. Attendance record; b. Possesses sufficient skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; c. Able to challenge views of others in a constructive manner; d. Knowledge acquired with regard to the companys business/activities; e. Understanding of industry and global trends; f. Any qualitative comments and suggestions for improving effectiveness.

19. AUDITORS:

M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036) were appointed at the 100^th Annual General Meeting of the Company held on 29^th July, 2020 for a period of 5 years i.e., from Financial Year 2020-21 to 2024-25.

The members are requested to note the eligibility of the Statutory Auditors based on the Certificate received from them confirming that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.

20. SECRETARIAL AUDITOR REPORT:

The Company has appointed M/s. Nilesh Shah & Associates, Practising Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies, Act 2013 and for conducing Secretarial Audit of Company for the financial year 2022-2023. The Report of the Secretarial Auditor annexed herewith as Annexure II. The Secretarial Audit Report contain the qualifications, reservation or adverse remarks as mentioned in Item No. 16 of the Directors Report.

Furthermore, the Board has during their Meeting held on 29^th July, 2020 decided to cease compliance with the Corporate Governance Regulations stipulated under the SEBI (LODR) Regulations, 2015 and therefore was not required to conduct the Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08^th February, 2019.

21. MATERIAL ChANGES AFFECTING ThE FINANCIAL POSITION OF ThE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

22. DETAILS OF NEW SUBSIDIARY/ JOINT vENTURES/ ASSOCIATE COMPANIES:

There are no New Subsidiary/ Joint Ventures/ Associate Companies in our Company.

23. DETAILS OF ThE COMPANY WhO CEASED TO BE ITS SUBSIDIARY/ JOINT vENTURES/ ASSOCIATE COMPANIES:

Sr. No.	Name of the Company	Subsidiary/ Joint Venture/Associate Company	Date of cession of Subsidiary/Joint ventures/Associate
			Company.
	N.A.	N.A.	N.A.

24. STATEMENT FOR DEvELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 100 listed entities need to adopt Risk Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.

25. DISCLOSURE UNDER ThE SExUAL hARASSMENT OF WOMEN AT WORKPLACE (PREvENTION, PROhIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. COMPLIANCE WITh ThE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial standards during the year 2022-23.

27. EQUITY ShARES WITh DIFFERENTIAL RIGhTS:

The Company has not issued any equity shares with differential voting rights.

28. DISCLOSUREASPERRULE5OFThECOMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III to this Report.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY ThE AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12) of Companies Act, 2013.

30. PARTICULARS OF LOANS, GUARANTEES AND INvESTMENT BY ThE COMPANY:

The Company has not made any investments, given any loans and guarantee as per Section 186 of Companies Act, 2013 for the year ended 31^st March, 2023.

Further, the Company had not given loan to firm/ companies in which the Directors are interested under Schedule V - Part C of Corporate Governance Report sub point 10 (m) of SEBI (Listing Obligation disclosure requirement) Regulation 2015 for the year ended 31^st March 2023.

31. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT – 7 of the Annual Return. The company has uploaded the Form MGT-7 on its website in which the details of remuneration is given and form MGT-7 is available at the following link: https://www.walchandpeoplefirst.com/wp-content/ uploads/2023/06/Annual-Return-F.Y.-2022-2023.pdf

32. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under Section 135(1) of the Companies Act, 2013.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ThE REGULATORS OR COURTS OR TRIBUNAL IMPACTING ThE GOING CONCERN STATUS AND ThE COMPANYS OPERATION IN FUTURE:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

34. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuanttosub-section(5)ofSection134oftheCompanies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating Management, your Directors make the following statement and confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c. the directors had 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 had 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; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain a cost records during the year under review.

36. DETAILS OF INSOLvENCY AND BANKRUPTCY CODE:

During the year under review, no fresh application has been made neither is any application pending under the Insolvency and Bankruptcy Code.

37. DETAILS REGARDING vALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, no details of Valuation in this regard is available.

38. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Sd/-

Pallavi Jha Chairperson & Managing Director

DIN: -00068483 Address: 201, Sterling Heritage 39, N.S. Patkar Marg, Gamdevi, Mumbai- 400007 Place: Mumbai Date: 12^th May, 2023