walchandnagar industries ltd share price Directors report

To:

The Members of

Walchandnagar Industries Limited

Your directors take pleasure in presenting the 114^th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2023.

1. Financial Results:

The Companys financial performance, for the Year ended March 31, 2023 is summarized below:

	Year ended 31.03.2023	Year ended 31.03.2022
	Rs. in Lakhs	Rs. in Lakhs
Income:	34,435	33,188
Profit/(Loss) before	(1,716)	5,390
Depreciation, Interest,
Exceptional Item and
Exchange currency fluctuations
Less: Interest	5,477	7,063
Depreciation	1,868	2,224
Exceptional items	10,539	-
Profit/(Loss) before Exchange	1,479	(3,897)
Currency –fluctuations
Less: Exchange Currency	480	90
Fluctuation Loss /(Gain)
Profit/(Loss) before Tax	1,958	(3,807)
Less: Tax (Net)	-	-
Profit/(Loss) after Tax	1,958	(3,807)

2. Financial Performance & Highlights:

During the year under review, the revenue for the Financial Year 2022-23 was 34,435 lakhs as against the previous financial year 2021-22 of Rs 33,188 lakhs.

During the Financial Year under review, KKR India Financial Services Ltd. has assigned the entire debt (i.e. Loans and NCDs) due from the Company alongwith the underlying financing documents together with lenders rights, benefits and obligations thereunder to Assets Care & Reconstruction Enterprise Ltd. ("ACRE") acting in its capacity as trustee of ACRE-120-TRUST. Further, the Company had signed Standstill agreement dated July 19, 2022 with Assets Care & Reconstruction Enterprise Ltd. (in its capacity as trustee of ACRE-120-TRUST) and Vistra ITCL (India) Limited as Security Trustee and Debenture Trustee.

Material changes and commitments occurred after the close of the year till the date of this Report, which affects the financial position of the Company. The Company has successfully exited from the standstill arrangement under the Standstill Agreement and the Company after discussion and negotiation, has agreed upon debt restructuring scheme with ACRE and has signed Restructuring Agreement dated May 18, 2023 as amended/ supplemented from time to time (Restructuring Agreement) with ACRE (Lender). Therefore, in accordance with the provisions of IndAs 10 "Events After Reporting Date", the company has accounted write back on debt restructuring of 10,539 Lakhs which is disclosed as exceptional item in P&L.

3. SHARE CAPITAL

During the year under review, the Company has allotted 46,00,000 equity shares of Rs 2 each at Rs 60 per share to Promoters/ Promoters group and 32,10,000 equity shares of Rs 2 each at Rs 60 Per Share to ACRE towards conversion/ appropriation of part of the debt owed to them by the Company. Also, the Company has made allotment of 83,019 equity shares of Rs 2 each to its eligible employees who have exercised their stock options under the prevailing Employee Stock Option Scheme of the Company at regular intervals. As a result, the paid-up equity share capital of the Company has increased to Rs 9,19,26,448 divided into 4,59,63,224 equity shares of face value of Rs 2 each as on March 31, 2023.

4. Current Period:

The orders on hand as on March 31, 2023 were at Rs 922.07 crores as compared to Rs 669.36 crores as on March 31, 2022.

5. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs 14.42 crores as against Rs 15.48 Crores, in the previous year. The export orders on hand as on March 31, 2023 are at Rs 310.89 crores.

6. Dividend and Reserves:

During the Year under review, your Company has profit after tax of Rs 1,958 lakhs (includes exceptional item of Rs 10,539 lakhs). No dividend is recommended for the Year ending March 31, 2023 by the Board.

7. Subsidiary, Joint Ventures and Associate Companies:

As on March 31, 2023, your Company does not have any Subsidiary, Joint Venture or Associate Company. During the year under review, none of the Companies have become or ceased to be the Companys Subsidiary, Joint Venture and Associate Company.

8. Extract of Annual Return:

Pursuant to Section 92 (3) and Section 134 (3) (a) of the Act as amended read with Rule 12 (1) of the Companies

(Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2023 is available on the Companys website and the weblink for the same is https://walchand.com/wp-content/uploads/2023/08/Form_ MGT_7%20WIL%20pdf.pdf.

9. Management Discussion & Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as Annexure A to this report.

10. Finance & Accounts: (i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the financial year under review.

(ii) Income Tax Assessments:

Income tax Assessments u/s 143 (3) of Income Tax Act, 1961 up to the Assessment Year 2018-19 has been completed and the Assessment u/s 147 of the Act for A.Y. 2018-19 is in progress as on 31/03/2023. Appeal proceeding before Commissioner of Income Tax (Appeals) for Assessment Year 2014-15 to 2016-17 and A.Y. 2018-19 were in progress during the F.Y. 2022-23.

11. Human Resources Development:

During the Financial Year 2022-23, as a part of process improvement, the HR Department has upgraded various forms, formats and policies to match the current business requirements. Also HR department has implemented digitalization and improved Keka HRIS process. As a part of Health & Wellness, various awareness programs were taken up for the employees at WNR.

For employee Engagement, various fun activities are done: Movies on Fridays, Musical Chair for women, Gudi Padwa Celebration, Hanuman Jayanti, Ramnavami, Diwali Celebrations, Fort Making competition for children and New Year Celebration, Womens Day celebration by Nari Shakti in WNR and in Corporate O_ice also and Dhuliwandan. Also celebrated Dr. Babasaheb Ambedkar Jayanti, Shri Chatrapati Shivaji Maharaj Jayanti and Mahavir Jayanti.

For the Learning and development of members: Training team had organized 55 training programs covering 1,288 Staff & workers (122 Man – days covering 454 M & S workmen, 221 Man – days covering 838 workers). Trained & certified 62 Workers for LPT level 1 Training. For multiskilling of workmen, Skill development programs were planned for 50 workmen in F.Y. 2022-23.

Hiring:

HR is adopting best hiring practices and using HRIS for preparing a resume database for developing a strong external pool of talent. Structured Interviews (Competency-Based Interviews) and background checking of new joiners are being implemented for ensuring the hiring of good quality candidates. HR has signed MoU with the Defence Institute of Advanced Technology (DIAT), Pune for collaboration in problem-solving, Research and Development & Training of WIL members.

The true focus of Human Resources Management is motivating, bringing in Best HR Practices & retaining the best talent in the Industry.

12. Directors Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any ii) the Directors have 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 March 31, 2023 and of the profit for the Year ended on that date; iii) the Directors have taken proper and su_icient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual accounts on a going concern basis; v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company with its inherent weaknesses, work performed by the Internal, Statutory and Secretarial Auditors including audit of Internal Financial Controls over financial reporting by Internal/ External Auditors and the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the

Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Year ended on March 31, 2023.

13. Corporate Governance:

Your Directors believe that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by the Securities and Exchange Board of India (SEBI). Your Company has obtained a certificate from Jayesh Sanghrajka & Co. LLP, Chartered Accountants, Statutory Auditors, on compliance with Regulation 34 of Listing Regulations read with Schedule V of the Listing Regulations. The Report of Corporate Governance along with Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is enclosed asAnnexure ‘B to this Report.

14. Corporate Social Responsibility:

The Companies Act, 2013 mandates that every Company who meets certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility is an integral part of the Company.

Over the years, the Company has taken and continues to take several initiatives to support Environment, Education and Health related activities in order to fulfill its corporate social commitments.

Health Activities:

Company has organized Medical Health Check-up camps for all employees and their family members wherein 102 persons have been benefitted and 47 M&S staff for heart-related issues, ECG, and a lipid profile test have been benefitted. Further Medical Camp was organized for women wherein 82 women from our WIL employees families and school teachers attended. A medical camp was organized for women of Walchandnagar through the Nari Shakti Group, which is founded by women employees and Blankets were donated by to an orphanage by Nari Shakti Group.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and nearby villages. Further, Company has provided 100% school fees concession to 3 students of demised workers. The Company also provided 50% school fee concession to 451 children of WIL Employees ward. Further, the Company has provided 25% fee concession to 20 teachers (SWV and PRI) and WSB employees wards and

75% fee concession to 46 BCA teachers wards. 1325 students were insured for Accidental happenings under UNI STUDY CARE Policy of United India Insurance Co. Ltd. Insurance Awareness Camp were organized for Employees by LIC and Bank of India, WNR. Financial Assistance was provided for medical reasons and payment of school fees of needy employees and students was done under BCA CARE Activity.

Environment:

To maintain a pollution free atmosphere and to spread awareness about environmental protection, the Company had undertaken proper care in maintaining the plantations in Walchandnagar.

On the eve of 51^st National Safety Week, Instrumentation Division, Dharwad executed Cleaning Project. The CSR Policy is available on the website of the Company and the link for the same is https://walchand.com/wp-content/uploads/2022/07/Corporate-Restructuring-Policy. pdf.

15. Energy conservation, Technology absorption & Foreign Exchange:

Pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is enclosed as Annexure C to this Report.

16. Personnel:

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution made by all the employees of the Company.

17. Directors and Key Managerial Personnel:

1) Independent Directors: a) Declaration by Independent Directors:

Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under and Regulation 16 (1) of Listing Regulations (including any statutory modification(s) or re–enactment(s) thereof for the time being in force). b) Completion of Tenure of Independent Directors:

Mr. Dilip J. Thakkar had ceased to be the Director of the Company w.e.f. September 28, 2022 upon completion of his term as an Independent Director.

The Board places on record its appreciation for the assistance and guidance provided by him during his tenure as Director of the Company. Mr. Jayesh Dadia was appointed as a Non-Executive Independent Director of the Company w.e.f. May 30, 2022 and Mr. G. S. Agrawal was appointed as a Whole Time Director of the Company w.e.f. August 02, 2022.

2) Retirement by rotation:

Pursuant to Article 86 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 114^th Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief profile of the proposed appointees together with other disclosures in terms of Regulation 36 (3) of the Listing Regulations are mentioned in the Notice which is a part of this Annual Report.

The Company Vide Postal Ballot passed Special Resolution for Continuance of term of Non-Executive Director who shall attain the age of 75 years on September 15, 2023. Mr. Chakor L. Doshi, Non-Executive Director of the Company shall continue as Non-Executive Director of the Company after attaining the age of 75 years on September 16, 2023.

18. Number of Meetings of the Board:

The Board met seven (7) times during the year from April 01, 2022 to March 31, 2023 on May 30, 2022; August 02, 2022; August 29, 2022; October 21, 2022; November 09, 2022; February 13, 2023 and March 29, 2023.

19. Committees of the Board:

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Audit Committee which comprises of two Independent Directors i.e. Mr. Jayesh Dadia (Chairman of Committee) and Dr. Anil Kakodkar (Member), and Chairman, Mr. Chakor L. Doshi (Member). Mr. Dilip J. Thakkar ceased to be a Chairman/ Member of the Committee w.e.f. September 28, 2022 due to completion of his 2^nd term as Independent Director. Mr. Jayesh Dadia was elected as the Chairman of the Committee w.e.f. September 29, 2022. Mrs. Rupal Vora was inducted as a member of the Audit Committee for the Audit Committee meeting held on February 13, 2023.

Stakeholders Relationship Committee which comprises of two Independent Directors i.e.

Dr. Anil Kakodkar (Chairman of Committee) and Mr. Jayesh Dadia (Member) and Chairman, Mr. Chakor L. Doshi (Member). Mr. Dilip J. Thakkar ceased to be a Member of the Committee w.e.f. September 28, 2022 due to completion of his 2^nd term as Independent Director. Mr. Jayesh Dadia was elected as the Member of the Committee w.e.f. September 29, 2022. Nomination & Remuneration Committee which comprises of two Independent Directors i.e. Dr. Anil Kakodkar (Chairman of Committee), Mrs. Rupal Vora (Member) and Chairman, Mr. Chakor L. Doshi (Member). Mr. Dilip J. Thakkar ceased to be a Member of the Committee w.e.f. September 28, 2022 due to completion of his 2^nd term as Independent Director. Mrs. Rupal Vora was elected as the Member of the Committee w.e.f. September 29, 2022.

Corporate Social Responsibility Committee which comprises of an Independent Director, Mrs. Rupal Vora (Chairperson of Committee), Managing Director & C.E.O., Mr. Chirag C. Doshi (Member) and Chairman, Mr. Chakor L. Doshi (Member).

20. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared. The Performance Evaluation of the Independent Directors was completed. Independent Directors Meeting/ Board Meeting considered the performance of Non-Independent Directors and the Committees and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Nomination & Remuneration Committee has determined a process for evaluating the performance of every Director, Committees of the Board and the Board on an annual basis.

21. Vigil Mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, in compliance with Section 177 of the Companies Act 2013, and the Listing Regulations, the Board of Directors have formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit Committee. The Policy on vigil mechanism / whistle blower may be accessed on the Companys website at the link https://walchand.com/ wp-content/uploads/2022/07/Whistleblower-Policy.pdf.

22. Particulars of Employees Remuneration:

(A) The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure ‘D.

(B) The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon the request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered O_ice of the Company. Upon such request, information shall be furnished.

23. Particulars of Contracts and Arrangements with Related Parties:

All Contracts/ arrangements/ transactions entered into by the Company during the Financial Year under review with related parties were on an arms length basis and in the Ordinary Course of Business. There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All Related Party Transactions were placed before the Audit Committee for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at the following link: https:// walchand.com/wp-content/uploads/2022/07/Related-Party-Transaction-Policy.pdf.

Your Directors draw attention of the members to Note no. 48 to the Financial Statements which sets out related party disclosures.

24. Nomination & Remuneration Policy:

The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other senior employees.

Objectives:

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the Listing Regulations.

The Key Objectives of the Committee are: a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board. c) to recommend to the Board, the Remuneration payable in whatever form to all the Directors, Key Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee is explained in the Corporate Governance Report.

Nomination Duties:

The duties of the Committee in relation to nomination matters include: a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness. b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013 and SEBI Guidelines. c) Identifying and recommending Directors who are to be put forward for retirement by rotation. d) Determining the appropriate size, diversity and composition of the Board. e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board. f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan. g) Evaluating the performance of the Board and Independent Directors. h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract. i) Delegating any of its powers to one or more of its members or the Secretary of the Committee. j) Recommend any necessary changes to the Board. k) Considering any other matters as may be requested by the Board. l) For every appointment of an Independent Director, the Committee to evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required by an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.

Remuneration Duties:

The duties of the Committee in relation to remuneration matters include: a) to consider and determine the Remuneration Policy, based on the performance and also bear in mind that the remuneration is reasonable and su_icient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate. b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. c) to delegate any of its powers to one or more of its members or the Secretary of the Committee. d) to consider any other matters as may be requested by the Board. e) to consider and recommend to the Board, professional indemnity and liability insurance for Directors and senior management.

The Nomination and Remuneration policy is available on the website of the Company and the weblink for the same is https://walchand.com/wp-content/ uploads/2022/07/Nomination-Remuneration-Committee-Policy.pdf.

25. Risk Management:

Risk Management policy was approved in the Board Meeting wherein all material risks faced by the Company were identified and assessed. For each of the risks identified, corresponding controls were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.

26. Internal Financial Control Systems:

Details of the Internal Financial Control Systems is explained in the "Management Discussion and Analysis" which is enclosed as Annexure ‘A to this report.

27. Insurance:

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

28. Dematerialization of Shares:

The Companys shares are listed on BSE Limited and National Stock Exchange of India Ltd. and the Companys Registrar and Share Transfer Agent has connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE711A01022. As on March 31, 2023, total dematerialized equity shares are 4,55,50,199 representing 99.10%.

29. Companys Website:

The Company has its website namely www.walchand. com. The website provides detailed information about the business activity, locations of its offices and all other information as required under SEBI (LODR) Regulations. The Quarterly Results, Annual Reports, Shareholding Patterns and Investor Presentations, all other communication with the Stock Exchanges and various policies are placed on the website of the Company and the same are updated periodically.

30. Means of Communication:

The Company has designated investors@walchand.com as an email id for the purpose of registering complaints by investors and has displayed the same on the website of the Company.

31. Auditors and Auditors Report: Statutory Auditor:

M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, was appointed for their second term in the 113^th Annual General Meeting (AGM) as Statutory Auditors of the Company to hold office from the conclusion of the 113^th AGM until the conclusion of the 118^th AGM.

Auditors Report:

The notes forming part of the accounts referred in the Auditors Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by the Statutory Auditors in the Audit Report.

Cost Auditors and Cost Audit Report:

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as the Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2024. They were also the Cost Auditors of the Company for the previous year ended March 2023. As required by Section 148 of the Companies Act 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2024. The Cost Audit Reports for the financial year ended March 2023, will be filed within the stipulated time i.e. on or before September 30, 2023.

Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. V. N. Deodhar & Company, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the year April 01, 2022 to March 31, 2023. The Secretarial Audit Report for the year ended March 31, 2023 is annexed herewith marked as Annexure ‘E to this Report. No observations/ qualifications/ reservations/ adverse remarks were made by M/s. V. N. Deodhar & Company, Secretarial Auditors of the Company in their report. The Board has reappointed M/s. V. N. Deodhar & Co. as Secretarial Auditors for the Financial Year 2023-24 also.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, the Secretarial Auditors or the Cost Auditors have not reported to the Audit Committee, under Section 143 (12) of the

Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

32. Particulars of Loans, Guarantees or Investments by Company:

Particulars of Loans given, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements (Please refer Notes to the Financial Statements).

33. Employees Stock Option Scheme:

With the perspective of promoting the culture of ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has approved "WIL - Employees Stock Option Plan 2020". The Nomination and Remuneration Committee inter alia administers and monitors Employees Stock Option Scheme of the Company and from time to time, grants stock options to the employees. The Scheme is in line with the Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"). The certificate from the Practicing Company Secretary confirming the compliance of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 with respect to the Companys Employees Stock Option Scheme Plans has been received and will be available for inspection through electronic mode. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

34. Prevention of Sexual Harassment of Women at Workplace:

Your Company has in place "Prevention of Sexual Harassment Policy" in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

36. Familiarization Programme for Independent Directors:

To provide insights into the Company to enable the Independent Directors to understand the Companys business in depth which would facilitate their active participation in managing the Company, the Company arranges familiarization programmes for Independent Directors. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. https://walchand.com/wp-content/ uploads/2023/03/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf.

37. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. No significant or material orders were passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

38. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview

Recovering from the pandemic-induced contraction, effects of the Russian-Ukraine conflict and inflation, the Indian economy staged a broad based recovery across sectors thereby tending towards the pre-pandemic growth path in FY23. Indias GDP growth is expected to remain robust in FY24 as well. GDP forecasts for FY24 by various Indian and global agencies are in the range of 6-6.5 %. Private consumption in H1 of FY 23 was the highest since FY15 and this led to a boost to production activity resulting in enhanced capacity utilization across sectors. The capital expenditure of central government and the strengthening of the balance sheets of the corporates have been some of the growth drivers of the Indian economy in FY 23. Retail inflation was back within RBIs target range since November 2022 which has considerably eased concerns around an entrenched inflationary trend as has been seen in other major global economies. The Indian Rupee performed well compared to other emerging market economies across most of FY 23 thereby providing succour on the import front. Deft management of oil supplies from Russia has ensured that India has not been exposed to the vagaries of the so called energy crisis that most of the developed world especially Europe went through the early part of FY 23. The economic growth is expected to receive a boost from the expansion of public digital platforms and measures to ramp up manufacturing output. Extension of PLI scheme to cover more and more sectors hitherto not focussed upon for ramp up in manufacturing output as well as further coverage of defence related hardware in the negative imports list are policy steps in the right direction.

Impact on WIL & notable achievements

The ongoing Russia-Ukraine war resulted into an adverse impact on the global economy, disrupted supply chains and caused a surge in commodity prices; which ultimately led to higher input costs and volatility in material prices. This is where the balanced business portfolio of your company played an important role in cushioning the impact. The stress in margins seen in industrial products was partially negated by the resilient margins in the strategic sectors. It also helped that most of the order booking especially for the industrial products businesses for FY 22-23 happened in H1 wherein the cost inflation was passed on through price increases. We did reap the benefits of this in H2 when the prices of commodities especially steel softened/stabilized to some extent. As far as capital goods are concerned, many core industrial sectors saw healthy growth with the governments continued thrust on infrastructure development. Sectors like cement, specialty chemicals, sugar which are sources for WILs orders registered a sustained growth momentum reflecting in higher CAPEX spends compared to FY22. The index of industrial production (IIP) and the purchasing managers index for manufacturing (PMI) stayed vibrant throughout FY 23. The year also bought along with it significant business opportunities which is reflected in healthy order booking in the Gear and Crushing & Grinding businesses. The Centrifugals business which caters to the Sugar industry also saw a record of order volumes not seen in the past 10 years (primarily due to CAPEX upswing in the Sugar sector which had seen muted activity during the pandemic years and which was also buoyed by the ethanol blending policy). The long gestation orders in the Nuclear Plant Equipment business also fructified and this puts WIL in an enviable position with a full order book in this niche business for the next 3-4 years. WIL continues to consolidate its position in its flagship and strategic businesses i.e. Defence and Aerospace which will be the mainstay of its focus, investment and innovation in the years ahead. A few key achievements in the year gone by are as follows:

1) Successful qualification in 4 new missile programs thereby making WIL qualified for a total of 10 missile programs of DRDO.

2) Received the first sample batch order of ASTRA missile, full-fledged production to take off shortly.

3) Successful development, manufacturing, testing and delivery of missile launchers for strategic programs.

4) Successful manufacturing and delivery of key sub-assemblies of "Crew Escape System" for the human space flight program Gaganyaan).

5) Major share in the manufacturing, delivery and assembly of core equipment for the first ultrasonic wind tunnel for ISRO.

6) Successfully booked orders worth INR 250 Crore plus for core Nuclear Power Plant Equipment – Reactor Header, Calandria, End Shields, Heat Exchangers.

7) INR 50 Crore plus order booking in both Gear and Crushing

& Grinding Solutions businesses. 100 plus Centrifugal Machines orders successfully won.

Performance Overview

Summary of the revenue & profitability for FY 2022-23 as compared to previous financial year is tabulated below: Rs ( In Lakhs)

Particulars	FY 2022-23	FY 2021-22
Total Income	34,435.24	33,188.00
EBIDTA (Before Exceptional Items &	(1,716.09)	5,390.00
Exchange Currency fluctuations)
EBIDTA (After Exceptional Items &	9,302.73	5,480.00
Exchange Currency fluctuations)
Profit / (Loss) Before Tax (PBT)	1,958.04	(3,807.00)
Profit / (Loss) After Tax (PAT)	1,958.04	(3,807.00)
Cash Profit / (Loss) (Including	7,258.62	(1,234.86)
Exceptional Items)
Cash Profit / (Loss) (Excluding	(3,280.68)	(1,234.86)
Exceptional Items)
Fully diluted EPS	4.26	(10.00)

Cash Profit = PAT + Depreciation + Provision for doubtful debts(excl. bad debts)

(All figures in INR lakhs except EPS, which is an absolute number)

WIL has a healthy order book of INR 909 Crore as on 31^st March 2023. This value is almost 36% higher than the corresponding value at the beginning of FY23. Out of the new orders booked in FY 23 (INR 472 Crore), the highest numbers came from Nuclear (INR 254 Crore) followed by Crushing & Grinding Solutions (INR 88 Crore) and Gear (INR 50 Crore). The order portfolio is quite well balanced at the moment with 52% by value coming from strategic businesses and the rest from industrial products. It will be your companys topmost priority to grow the order book even further in FY24. Factors like near to mid-term probability for scaling up of new missile programs, diversification of industry base in Crushing & Grinding Solutions, deepening relationship with DRDO and NPCIL would aid in the same laying the base for scaling up of the revenue in the period ahead. There is also a lot of emphasis going to be laid on exports with the current geopolitical situation opening up new opportunities.

Human Resources Development

Market volatility also caused considerable attrition in some of the industry sectors. While WIL also faces these market risks, our HR team has ensured that sourcing of the right talent has not been a constraint for us. Your company plans to revive some of the practises that faced hindrances during the pandemic years like "Graduate Engineer Trainee" program, "Diploma Engineer Trainee" program to have a constant feed of young talent and fresh ideas into our ecosystem. As has been mentioned elsewhere, a critical look at the organization structure across business and functions, identification of skill gaps, succession planning and attrition management are areas which we continue to focus upon on an ongoing basis. In order to have interoperability across locations, we would also be strengthening the mechanism of inter-location transfer of manpower (specifically workmen) so that there is better diversity, sharing of best practises and optimal utilization of human resources.

Risk Management & Control

Your company diligently assesses the risks & plans for mitigation every year during our annual business planning sessions. Periodic reviews ensure a check on the impact & implementation of the mitigation plan. Types of risks & priorities get modified with the changing business profile, economic scenario, and other critical external and internal factors. With a clear strategic decision, WIL has decided to become future ready, have a system driven approach for processes & process automation wherever possible to reduce the procedural delays. In the current scenario, WIL has adopted a balanced approach of stringent project management in case of newly acquired manufacturing orders and phase-wise completion & clearance of legacy EPC projects to effectively mitigate the risk. In addition to the above, our internal audit function continues to have Risk Based Internal Audit (RBIA) for end-to-end processes & necessary control, transaction audit to ensure monetary transactional accuracy, and accounting & control audits for various process transactions in the ERP system for ensuring proper discipline in the system.

Another critical area which is being addressed is the fool-proof ring-fencing of your companys intellectual assets, IT systems and associated hardware/software from malicious threats emanating from cyberspace. A comprehensive assessment of the risks involved is already in progress with mitigatory action planned in a phase-wise manner.

Technology Upgradation & Product Development

WIL continues to improve our manufacturing capabilities through automation as well as manual process improvements. Especially, our product business portfolio has tremendous scope for product development by offering IOT solutions, improved aesthetics & product performance to the customer. Strategic businesses are focusing towards improving manufacturing e_iciency & quality with the help of improved tooling, work centre arrangement & plant layout, welding improvements, etc. Development and successful deployment of the 2000 kg centrifugal machine and design & fabrication of the jacketed kiln solution for the Fluorochemicals sector have been prime examples of product development in the last fiscal year. Your company continues to broaden its already strong footprint in the strategic sectors too with 4 new qualifications for missile programs and participation in new flight hardware development for ISRO On the process/workflow automation front, your company is happy to announce that it has now moved on to a fully automated "Supplier Relationship Management (SRM)" platform which was custom developed for WIL by Salesforce Inc. Also the Business intelligence (BI) platform has now been made operational in such a way that critical operating and financial parameters are now being tracked at the relevant business head levels on a real time basis thus leading to prudent decision making, corrective actions, etc.

Strategic Initiatives

To lay down a strong foundation for sustainable growth of the company and the strategic directions planned to achieve those, your company undertook certain strategic initiatives in FY 23 which would also be continued in the current fiscal year. These primarily include optimization of plant capacity utilization and throughout by following the "one plant" concept, interoperability between businesses in terms of resources (men, machines) at the plant level. We are also planning to undertake collaborative consultations with industry bodies and associations (one example is Indian Institute of Foundrymen) for benchmarking our manufacturing processes, layout and equipment with the best in industry and take steps towards superior quality, aesthetics and execution. A sustained "Communication and Branding" initiative has also been set in motion to improve visibility of your company via media and social media outreach with the objective of being looked upon as a strategic business partner and a great place to work.

Cautionary Statement

The statements in the "Management Discussion and Analysis Report" describe your Companys objectives, projections, expectations, estimates or forecasts which may be "forward-looking statements" within the meaning of the applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Companys operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.