Walchandnagar Industries Ltd Directors Report

To:

The Members of

Walchandnagar Industries Limited

Your directors take pleasure in presenting the 115th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2024.

1. Financial Results:

The Companys financial performance, for the Year ended March 31, 2024 is summarized below:

	Year ended 31.03.2024	Year ended 31.03.2023
	Rs in Lakhs	Rs in Lakhs
Income:	32,355	34,435
Profit/(Loss) before	2,541	(1,716)
Depreciation, Interest,
Exceptional Item and Exchange currency fluctuations
Less: Interest	4,931	5,477
Depreciation	1,480	1,868
Add: Exceptional Items (Income)	Nil	10,539
Profit/(Loss) before Exchange	(3,871)	1,479
Currency –fluctuations
Less: Exchange Currency	312	(480)
Fluctuation Loss /(Gain)
Profit/(Loss) before Tax	(4,183)	1,958
Less: Tax (Net)	-	-
Profit/(Loss) after Tax	(4,183)	1,958

2. Financial Performance & Highlights:

During the year under review, the revenue for the Financial Year 2023-24 was Rs. 32,355 lakhs as against the previous financial year 2022-23 of Rs. 34,435 lakhs.

No 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.

3. SHARE CAPITAL

During the year under review, the Company has made allotment of 50,094 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. Consequently, the paid-up equity share capital of the Company increased to Rs. 9,20,26,636 divided into 4,60,13,318 equity shares of face value of Rs. 2 each.

During the year under review, the Company also allotted 2,17,18,023 fully Convertible Warrants at a price of Rs. 114 per warrant to certain identified persons/ entities including Promoter(s) & Promoter Group, on preferential issue basis that are convertible into equivalent number of fully paid up equity share of the Company of face value of Rs. 2/-, on October 06, 2024, out of which 93,93,862 warrants were converted into Equity Shares and were allotted on March 19, 2024.

Consequently, the paid-up equity share capital of the Company increased to Rs. 11,08,14,360 divided into 5,54,07,180 equity shares of face value of Rs. 2 each as on March 31, 2024.

4. Current Period:

The orders on hand as on March 31, 2024 were at Rs. 938.12 crores as compared to Rs. 922.07 crores as on March 31, 2023.

5. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of Rs. 32.03 crores as against Rs. 14.42 Crores, in the previous year. The export orders on hand as on March 31, 2024 are at Rs. 325.64 crores.

6. Dividend and Reserves:

During the Year under review, your Company has loss after tax of Rs. 4,183 lakhs (includes exceptional item of Rs. Nil lakhs). In view of accumulated losses, no dividend is recommended for the Year ending March 31, 2024 by the Board.

7. Subsidiary, Joint Ventures and Associate Companies:

As on March 31, 2024, 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, 2024 is available on the Companys website and the weblink for the same is https://walchand.com/wp-content/uploads/2024/07/_ for%20website%20-%20WIL%20Form_MGT_7.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 the Income Tax Act 1961 up to assessment year 2022-23 has been completed as on 31.03.2024. During the F.Y 2023-24 Income Tax Assessment u/s 143(3) for A.Y 2022-23 and Income Tax Assessment u/s 147 for A.Y 2018-19 were completed as on 31.03.2024.

The appeal proceeding before Commissioner of Income Tax (Appeals) for A.Y 2014-15, A.Y 2015-16, A.Y 2016-17, A.Y 2018-19, A.Y 2019-20, A.Y 2020-21 were in progress during the F.Y 2023-24.

11. Human Resources Development:

During the Financial Year 2023-24, 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 started to work on Payroll Process of M&S on Keka System. As a part of Health & Wellness, various awareness programs were taken up for the employees at Pune and WNR.

For employee Engagement, various fun activities are done: During the year under review, your Company had undertaken various fun activities like showing movies on Fridays, Musical Chair for women, Fort Making competition for children, New Year Celebration, Womens Day celebration by Nari Shakti (in WNR and in Corporate Office) and celebrated festivals/ occasions like Gudhi Padwa, Hanuman Jayanti, Ramnavami, Diwali, Dhuliwandan, Dr. Babasaheb Ambedkar Jayanti, Shri Chatrapati Shivaji Maharaj Jayanti and Mahavir Jayanti.

For learning and development of members: During the year under review, training team had organized 41 training programs covering 1026 employees & completed training of 242 man days. Your Company also conducted CNC (Computerized Numerical Controlled Machine) training module for selected 18 workmen covering 684 man days for theoretical & practical training (342 man days during working hours & 342 man days after working hours). Under multiskilling program, 23 workmen have been trained covering 1196 man days.

Hiring:

HR is adopting best hiring practices and is 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 joinees 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, 2024 and of the profit for the Year ended on that date; iii) the Directors have taken proper and sufficient 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, 2024.

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 as Annexure ‘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 profits 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:

Your Company has organized Medical Health Check-up camps for all its employees and their family members wherein 185 have been benefitted and 47 Management & Staff for heart-related issues, ECG, and a lipid profile test of 40 have been benefitted. Further Medical Camp was organized for women wherein 98 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 to an orphanage by Nari Shakti Group.

Your Company has organized Medical Health Check-up camps for all employees of Pune M&S also.

Education:

The schools established by your Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and nearby villages. Further, your Company has provided 100% school fees concession to 4 students of demised workers. Your Company also provided 50% school fee concession to 510 children of WIL Employees ward. Further, your Company has provided 25% fee concession to 22 teachers (Shree Vardhaman Vidyalaya and Primary School) and Walchandnagar Sahakari Bank employees wards and 75% fee concession to 48 Bharat Children Academy teachers ward. 1346 students were insured for Accidental happenings under UNI STUDY CARE Policy of United India Insurance Co. Ltd. Insurance Awareness Camps were organized for Employees by LIC and Bank of India, WNR. Financial assistance was provided for medical reasons and school fees of needy employees and students was paid under BCA CARE Activity.

Environment:

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

Your Company had celebrated ‘Energy Conservation Day in Pune Office. All electronic equipments were switched off for 15 minutes on that day.

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) As on March 31, 2024, the Board of Directors comprised of 6 (six) members, including 1 (one) woman member. The Board has an appropriate mix of Executive Director(s), Non-Executive Non-Independent Director(s) and Independent Directors, which is compliant with the Companies Act, 2013, the SEBI Listing Regulations and is also aligned with the best practices of Corporate Governance.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) Directors re – appointment:

It is informed that Board of Directors had through Circular Resolution on August 07, 2019 appointed Mrs. Rupal Vora (DIN: 07096253) as an Additional Non-Executive Independent Director and further, the shareholders of the Company vide Resolution dated August 14, 2020, appointed Mrs. Rupal Vora (DIN: 07096253) as an Independent Director of the Company to hold the office from 2020 till the conclusion of Annual General Meeting to be held in year 2024. In view of her tenure coming to end, it is proposed to re – appoint her for 2nd term as an Independent Director of the Company, to hold office for a period of 5 consecutive years from May 28, 2024 to May 27, 2029, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company to be held on or before September 30, 2024.

c) Completion of tenure of Independent Director:

Dr. Anil Kakodkar (DIN: 00463526) was reappointed as an Independent Director at the 110th Annual General Meeting (AGM) of the Company held on August 06, 2019, for a second term of five years and will hold office till the conclusion of 115th AGM to be held on August 14, 2024. The Board places on record its appreciation for the invaluable contribution and guidance rendered by him during his tenure at the Company.

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 115th 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 of Annual General Meeting which is a part of this Annual Report.

3) Appointment of Director(s):

The Board of Directors, by Circular Resolution passed on June 17, 2024, based on the recommendation of

NRC, have approved the appointment of Mr. Prabhat Kumar as an Additional Director categorized as Non-Executive Independent Director of the Company with effect from June 17, 2024. Further, the shareholders at the ensuing 115th Annual General Meeting (‘AGM) to be held on August 14, 2024, will consider the appointment of Mr. Prabhat Kumar as an Independent Director of the Company for a period of 5 (five) years from June 17, 2024 to June 16, 2029.

4) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, Mr. Chirag C. Doshi, Managing Director & CEO, Mr. Sandeep Jain, Chief Financial Officer and Mr. G. S. Agrawal, Whole-time Director & Company Secretary, are the Key Managerial Personnel of the Company as on March 31, 2024.

18. Number of Meetings of the Board:

The Board met seven (7) times during the year from April 01, 2023 to March 31, 2024 on May 18, 2023; May 25, 2023; August 09, 2023; September 26, 2023; October 06, 2023; November 09, 2023 and February 01, 2024.

19. Committees of the Board:

Your 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).

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).

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).

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 policy 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 Office 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 https://walchand.com/wp-content/ uploads/2022/07/Related-Party-Transaction-Policy.pdf. Your Directors draw attention to Note no. 49 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 provisions of 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 sufficient 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, stock, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riots, 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, 2024, total dematerialized equity shares are 4,76,31,382 representing 85.97%.

29. Companys Website:

Your Company has its website namely www.walchand. com. The website provides detailed information about the business activity, location of its offices and all other information as required under SEBI (LODR) Regulations. The Quarterly Results, Annual Reports, Shareholding Pattern 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, were appointed in the 113th Annual General Meeting (AGM) as the Statutory Auditors of the Company to hold office from the conclusion of the 113th AGM until the conclusion of the 118th 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 2025. They were also the Cost Auditors of the Company for the previous year ended March 2024. 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 2025. The Cost Audit Reports for the financial year ended March 2024, will be filed within the stipulated time i.e. on or before September 30, 2024.

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, 2023 to March 31, 2024. The Secretarial Audit Report for the year ended March 31, 2024 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 re-appointed M/s. V. N. Deodhar & Co. as Secretarial Auditors for the Financial Year 2024-25 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/2022/07/Familiarization-programme-for-ID.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. Acknowledgement:

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.

For & on behalf of the Board of Directors
Sd/-	Sd/-
Chirag C. Doshi	G. S. Agrawal
Managing Director & CEO	Whole Time Director & Company
DIN: 00181291	Secretary
	DIN: 00404340
Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai - 400 034.
Date: June 17, 2024