Welspun India Ltd Directors Report.




Your Directors have pleasure in presenting the 34th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2019.


? Million



FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Revenue from Operations 65,266 60,506 53,953 49,959
Other Income 818 812 830 556
Total Revenue 66,084 61,318 54,783 50,514
EBITDA 11,467 12,046 8,779 9,492
EBITDA Margin (%) 17.35 19.65 16.02 19.00
Finance Cost 1,593 1,408 925 880
Depreciation and amortization 4,358 5,042 4,015 4,673
Profit before exceptional items and tax 5,516 5,597 3,839 3,939
Exceptional items (2,647) 0 (2,080) 0
Profit before tax 2,869 5,597 1,759 3,939
Tax Expense 607 1,615 341 898
Profit for the year 2,262 3,982 1,418 3,041
Earnings per share (Basic & Diluted) 2.09 3.83 1.41 3.03

2. PERFORMANcE And outlook:

During the year under review, your Companys total revenue on standalone basis increased to ?53,953 million, a growth of 7.99% and on consolidated basis it increased to ?65,266 million, a growth of 7.87% over the previous year. The EBITDA on standalone basis was ?8,779 million i.e. 7.51% lower than last year and on consolidated basis was ?11,467 million i.e. 4.81% lower than last year. EBITDA margin was lower due to immediate impact of sharp rupee depreciation via-a-vis US$ on input costs whereas the impact of rupee depreciation on revenue was deferred due to currency hedges. The Company has been consistently following the forex hedging policy to cover 50% to 60% of net receivables in forward market on rolling 12 months basis. Profit before exceptional items and tax was ?3,839 million i.e. 2.54% lower than last year on standalone basis and it was ?5,516 million i.e. 1.45% lower than last year on consolidated basis. Exceptional items, in standalone results is towards provision relating to settlement of putative class action suits in the US and in consolidated results it includes the aforesaid provision as well as provision towards restructuring of one of its subsidiaries in the UK. Accordingly, exceptional item aggregating to ? 324.65 millions for the year ended March 31, 2019, represents costs in relation to the closure of specific stores, inventory impairment associated with the closures and severance. Profit after tax (PAT) is ?1,418 million i.e. 53.37 % lower than last year on standalone basis and ?2,262 million i.e. 43.19% lower than last year on consolidated basis. You may refer to Management Discussion & Analysis (MDA) Section of this Report for further details of your Companys performance.


i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations 2015). The Board will endeavor to achieve distribution of 25% of PAT for a financial year, on standalone basis, with equity shareholders (including by way of dividend and Dividend Distribution Tax thereon). The Policy is attached as Annexure - 1 to this Report and it is also available on your Companys website and the web link thereto is as given below.


ii. Dividend for Financial Year 2018-19:

Considering your Companys performance during the Financial Year (FY) 2018-19, the Board of Directors has recommended, for approval of the members, a dividend of ?0.30 per share (face value of ?1 per share) for FY 2018-19. The dividend, if approved by the members, would result in cash outflow of ?363.39 million including Dividend Distribution Tax (DDT) i.e. 25.6% of standalone PAT.

Dividend will be paid to those members, who will hold shares on the last day of book-closure i.e. July 17, 2019.

A snapshot of the dividend track record of your Company for previous financial years is given below.

? Million
Financial Total Dividend Cash Outflow
Year (%) (including DDT)
2017-18 65% 787
2016-17 65% 786
2015-16 130% 1,558


During the year, the Companys subsidiary in USA promoted TILT Innovations, Inc. with an objective to develop smart home-textile solutions. The Company formed a wholly owned subsidiary viz. Welspun Advanced Materials Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Companys policy on Material Subsidiary as approved by the Board is hosted on your Companys website and the web link thereto is as given below. http://www.welspunindia.com/policy/material_ subsidiary_policy.pdf


The shareholders and creditors of the Company have on March 08, 2019 approved the Scheme of Amalgamation, presented under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the Act) and the rules and regulations made thereunder, of Prasert Multiventure Private Limited (holding company of Welspun India Limited) (Transferor Company/PMPL) with your Company (Transferee Company/WIL) and their respective shareholders and creditors (the Scheme). The Honble National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated May 10, 2019 sanctioned the Scheme. The Scheme has become effective on May 21, 2019, being the date of filing e-form INC- 28 with the Ministry of Corporate Affairs. Pursuant

to the Scheme becoming effective, all the assets and liabilities of PMPL as on the Appointed Date of October 08, 2018 stood transferred to your Company. The existing equity shares held by PMPL in your Company shall be cancelled and in consideration thereof 679,078,913 fully paid up equity share of Re. 1 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion to their holding in the Transferor Company. Further, pursuant to the Scheme, the authorized share capital of the Company stood increased to ?155.55 Crore due to combination of the authorized share capital of the Transferor Company. Upon effectiveness of the Scheme, the promoters would continue to hold the same percentage of shares in your Company, pre and post the amalgamation and there will be no increase or decrease in the promoter shareholding of your Company.


i. Statutory Auditors:

Your Companys Auditors, S R B C & CO LLP, who were appointed up to the conclusion of the 37th Annual General Meeting, have given their consent to continue to act as the Statutory Auditors of your Company for the remaining tenure. Members have at the 33rd Annual General Meeting ratified the appointment of the Auditors for the remaining tenure i.e. upto the 37th Annual General Meeting.. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors observation read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2019-20 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

As required under the Companies (Accounts) Rules, 2014, the cost accounting records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are made and maintained by the Company.

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2018-19 is attached herewith as Annexure - 3 to this Report.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Uday Sohoni, Practicing Company Secretary, as the Secretarial Auditor of your Company for the FY 2019-20.


During the year, no share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. There were no stock options outstanding during the FY 2018-19.


Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year

Number of shareholders who approached issuer for transfer of shares from suspense account during the year

Number of shareholders to whom shares were transferred from suspense account during the year

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year

No of Holders No of Shares No of Holders No of Shares No of Holders No of Shares No of Holders No of Shares
3,831 1,354,060 4 4,240 2,345 1,019,040 1,486 335,020 During the year, 1,014,800 equity shares held by 2,341 shareholders were transferred to Investor Education and Protection Fund in accordance with provisions of Section 124(6) of the Act. The voting rights on these shares shall remain frozen until the shares have been claimed by and transferred to the rightful owner.


Your Companys equity shares are listed on The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). Annual listing fees for the FY 2019-20 have been paid to NSE and BSE.


i. Credit Rating:

During the year, CARE Ratings Limited (CARE) has reaffirmed your Companys long term credit rating of AA and short term credit rating of A1+. India Ratings & Research, a Fitch Group company, has reaffirmed your Companys long-term issuer rating of IND AA-/Stable and short-term credit rating of IND A1+.

ii. Deposits:

Your Company has not accepted any deposit within the meaning of Chapter V of the Act. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the financial year under Report.


Your Companys Board comprises of mix of Executive and Non-Executive Directors with considerable experience and expertise across a range of fields such as finance, accounts, legal, marketing, brand management, general management and strategy. Except the nominee appointed by IDBI Bank and the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the Directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

During the year, IDBI Bank Limited, lender to the Company, withdrew its nomination of Ms. Padma Betai (holding Director Identification Number 00937921) from the Board of the Company and nominated Shalil Awale (holding Director Identification Number 06804536) in her place.

During the year, Ram Gopal Sharma (Late) (who was holding Director Identification Number 00026514) resigned as a director on October 22, 2018. On October 22, 2018, the Board appointed, subject to shareholders approval, Ms. Anisha Motwani (who is holding Director Identification Number 06943493) as an independent director. Shareholders of the Company, by way of a resolution passed by way of postal ballot, results of which were announced on March 28, 2019, have approved the following:

(i) Re-appointment of Arun Todarwal (holding Director Identification Number 00020916) as independent director for the second consecutive term commencing from April 01, 2019 upto March 31, 2024;

(ii) Re-appointment of Arvind Kumar Singhal (holding Director Identification Number 00709084) as independent director for the second consecutive term commencing from April 01, 2019 upto March 31, 2024;

(iii) Appointment of Ms. Anisha Motwani as an independent director for a period of three years from October 22, 2018 to October 21, 2021.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Rajesh Mandawewala (holding Director Identification Number 00007179) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment. Tenure of Pradeep Poddar (holding Director Identification Number 00025199), independent director of the Company is expiring on September 14, 2019. He is proposed to be re-appointed for a second term of three years.

Details about the directors being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an independent Director(s):

Your Company has received declarations from all the Independent Directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an Independent Director.

iii. Directors Evaluation:

In compliance with the Act and SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

iv. Familiarization program for independent Director(s):

The familiarization program aims to provide the Independent Directors with the scenario within the textile industry, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Companys familiarization programme for Independent Directors is hosted on your Companys website and a web link thereto is as given below: http://www.welspunindia.com/policy/ familiarisation_program.pdf.

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship, Share Transfer and Investor Grievance Committee, the Corporate Social Responsibility Committee, Risk Management Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.


Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2019 is as given under:

? Million
Particulars Amount
Investments 10,790.70
Loans/Receivables -
Guarantees 19,900.31
Security -
Total 30,691.01

Corporate Guarantee of ?2.20 billion was given to holders of non-convertible debentures (NCDs) issued by Welspun Captive Power Generation Limited (WCPGL), a subsidiary of your Company. Proceeds of NCDs were used by WCPGL in refinancing loan of equivalent amount which was availed for setting up of captive power plant. In previous years, WCPGL has redeemed NCDs of principal amount of ?1.32 billion and NCDs of ?880 million are outstanding which are redeemable on May 30, 2019. Corporate guarantees of GBP 4.25 million and GBP 8.51 million were issued, to Bank of Baroda, UK and Barclays Bank respectively, by the Company to secure repayment of working capital facilities availed by CHT Holdings Limited, a subsidiary of your Company. Similarly, the Company has issued guarantee of ?5 billion in favour of consortium of Bankers led by State Bank of India (the Consortium) to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited (WGBL), a subsidiary of your Company.

Additionally, the Company has issued guarantee of ?400 million in favour of ICICI Bank to secure repayment of working capital facilities. The Company has issued guarantees of ?8.15 billion in favour of the lenders of Welspun Flooring Limited (WFL), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL. Additionally, the Company has issued guarantee of ?3 billion in favour of IndusInd Bank Limited to secure term loan facility availed by WFL. Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 37 of the audited financial statements.


All related party transactions that were entered into during the year under report were on an arms length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contracts with WGBL and WCPGL, subsidiaries of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Companys policy on Related Party Transactions as approved by the Board is hosted on your Companys website and a web link thereto is as given below: http://www.welspunindia.com/policy/related_ party_transaction_policy.pdf.

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note 30(ii) to the Standalone financial statements forming part of this Report.


i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each Executive Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2018-19 is as given below:

? Million
Name and Designation Remuneration (? Million) The percentage increase in remuneration The ratio of the remuneration to the median remuneration of the employees (No. of times)
Rajesh Mandawewala Managing Director 32.29 (42.33%) 221.94
Ms. Dipali Goenka CEO and Joint Managing Director 34.73 (35.31%) 238.71
Altaf Jiwani Chief Financial Officer 28.50 (2.70%) 195.89
Shashikant Thorat Company Secretary 4.39 8.66% 30.17

(b) The percentage increase in the median remuneration of employees in FY 2018-19 was 2.35%.

(c) Your Company had 21,514 permanent employees on its payrolls as on March 31, 2019.

(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2018-19 was 8%. The managerial remuneration decreased by 38.89% as a result of decrease in Commission payable.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current CTC (? Million), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company.

Altaf Jiwani, Chief Financial Officer, 51, 02.02.2015, 28.50, B.TECH, MMS, RPG Group, Permanent, 0, No; Amarsinh Dhanwade, Vice President, 42, 20.08.2018, 15.60, MBA, PGDM, LOreal, Permanent, 0, No; Ashok Kumar Joshi, Executive Director* & Business Head - Operations, 58, 02.07.2013, 25.22, B.TECH, Donear Industries Limited, Permanent, 0, No; Bhavin Purohit (Resigned during the year), Senior Vice President - IT, 43, 16.08.2017, 15.50, MBA, B.E., Arvind Limited, Permanent, No; Chintan Thaker, Senior Vice President - Corporate Affairs and Strategic Planning Cell, 41, 01.04.2003, 10.47, B.Sc., MBA (Marketing), N.A., Permanent, Dipali Goenka, CEO & Joint Managing Director, 48, 01.04.2013, 34.73, B.A. (Psychology),N.A., Contractual, 0.07, Yes; Laxmi Narain Kaushik, Director* & Business Head - Operations, 52, 16.07.2018, 14.99, M.Tech., Spentex Industries Limited, Permanent, 0, No, Milind Hardikar, Executive Director* - Advanced Textile, 58, 24.04.2012, 22.50, BE (Mech), MMS, Arvind Limited, Permanent, 0, No; Rajesh Mandawewala, Managing Director, 55, 01.12.1985, 32.29, CA, N.A., Contractual, 0, No; Rajesh Padmanbhan, Director*-HCGA, 57, 01.02.2016, 39.42, MBA (Finance/HR), Vedanta Group, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives ?25.20 million as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors are given in the Corporate Governance Report forming part of this Report.


An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure - 5 to this Report and is also available on website of the Company at weblink given below: http://www.welspunindia.com/investors_ uploads/%20Annual%20Return.pdf


SEBI vide Notification No. SEBI/LAD-NRO/ GN/2015-16/27 dated December 22, 2015 had mandated top 500 listed entities, based on market capitalization, to include BRR in the annual report. Since the Company is one of the top 500 listed entities, it is pleased to present its 3rd BRR for the FY 2018-19 as per SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 04, 2015 which is hosted on your Companys website and a web link thereto is as given below: http://www.welspunindia.com/environment_ management/BusinessResponsibiliyReport_2018-19. pdf


The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 6 to this Report.


The key philosophy of all CSR initiatives of the Company is enshrined in the three Es which have become guiding principles of the CSR initiatives - Education, Empowerment (of Women) and Environment & Health.

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Companys website and a web link thereto is as given below: http://www.welspunindia.com/policy/csr_policy.pdf

The initiatives undertaken by your Company during FY 2018-19 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 7 to this Report.


Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls/compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisations risk management, control and governance processes.

For the year ended March 31, 2019, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and/or improved controls wherever the effect of such gaps would have a material effect on your Companys operation.


Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.


The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from Uday Sohoni, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.


The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.


Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.


Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 the financial year and of the profit and loss of the Company for the FY 2018-19;

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

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

e. the directors 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

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companys operations in future. No amount was required to be transferred to General Reserve. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace, the Internal Complaints Committee for each location of your Company informed that no case of sexual harassments was reported during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014.


Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Companys progress and achievement of its objectives.

For and on behalf of the Board of Directors
May 24, 2019 Balkrishan Goenka
Mumbai Chairman
DIN 00270175