<dhhead>DIRECTORS’
REPORT</dhhead>
To,
The Members,
Welspun Investments and Commercials Limited
Your directors have pleasure in presenting the
15th Annual Report of your Company along with the Audited Financial Statements
for the financial year ended March 31, 2023.
1. Financial Results (Rs in Lakhs)
Particulars |
2022-23 |
2021-22 |
Total Income |
765.42 |
421.51 |
Less : Expenditure |
33.42 |
33.24 |
Profit Before Tax |
732.00 |
388.27 |
Tax Expenses |
(183.82) |
(141.50) |
Profit after tax |
548.18 |
246.77 |
Other Comprehensive Income
(Net of Tax) |
4,140.12 |
415.67 |
Total Comprehensive Income |
4,688.30 |
662.44 |
2. Performance
Your company is a Core Investment Company (“CIC”) not requiring registration
from the Reserve Bank of India. In the year under review, the majority of the companys
income was dividend income from the investments made in the group companies.
In the year under review, the revenue from
operations rose by 81.59% to Rs.
765.42 Lakh in the year 2022-23 from Rs. 421.51 Lakh in the year 2021-22. The profit after
tax rose by 122.14% to Rs. 548.18
Lakh in the year 2022-23 from Rs. 246.77 Lakh in the year 2021-22.
3. Reserves & Dividend
The Company has not transferred any amount to
reserve. Taking stock of the current market situation and the potential opportunities of
further investment, your directors do not recommend any dividend for the financial year
ended March 31, 2023.
4. Internal controls
The Board had laid down internal financial
controls to be followed by the Company which are commensurate with the size, scale and
complexity of its business and such internal financial controls are adequate and were
operating effectively within the meaning of the explanation of Section 134(5)(e) of the
Companies Act, 2013.
5. Deposits
The Company has not accepted any deposit within
the meaning of Chapter V of the Companies Act, 2013. Further, no amount on account of
principal or interest on deposit was outstanding as at the end of the year under report.
6. Subsidiary/Joint Venture/Associate Company
There was no Subsidiary/Joint Venture/Associate
Company as at the end of the year.
7. Auditors
i) Statutory Auditors
M/s. P Y S & Co., LLP, Chartered Accountants (Firm
Registration No. 012388S) (Formerly known as M/s. P Y S & Co.), who are appointed up to the
conclusion of the 17th Annual General Meeting, have given their consent to
continue to act as the Auditors of the Company for the remaining tenure.
ii) Secretarial Auditors
The Board of Directors had appointed M/s. SPZ
& Associates, Company Secretaries, as the Secretarial Auditors of the Company for the
financial year 2022-23. Their Report forms part of this Directors Report. They have also
been appointed as the Secretarial Auditors for the FY 2023-2024.
iii) Internal Auditors
The Board of Directors had appointed M/s.
Suresh Sureka Associates, Chartered Accountants, as the Internal Auditors of the Company
for the financial year 2022-23. M/s. Suresh Sureka Associates, Chartered Accountants have
also been appointed as the Internal Auditors for the FY 2023-2024.
8. Auditors Report
i) Statutory Auditors Report
The Auditors observation, if any, read with
Notes to Accounts are self-explanatory and therefore, do not call for any comment.
ii) Secretarial Audit Report
Secretarial Audit Report given by M/s. SPZ
& Associates, Company Secretaries is annexed with the report as Annexure 1.
iii) Cost Audit Report
As the Company does not fall under Rule 3 of
the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013 and appointment of cost auditor is not applicable to the Company.
9. Share Capital & Listing
i) Issue of equity shares with
differential rights
The Company has not issued shares with
differential rights and hence, disclosures as required in Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 are not required.
ii) Disclosure of Shares held in
suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Outstanding Balance 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 |
Transferred/ Credited during the year |
Balance outstanding |
|
No. of
shareholders |
No. of Shares |
No. of shareholders |
No. of Shares |
No. of share holders |
No. of Shares |
No. of share holder |
No. of Shares |
|
1,001 |
4,510 |
0 |
0 |
0 |
0 |
1,001 |
4,510 |
|
The voting rights on these shares shall remain
frozen till the rightful owner of such shares claims the shares.
iii) Listing with the stock
exchanges
The Companys equity shares are listed on BSE
Limited (BSE) and the National Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2023-24 are
paid to BSE and NSE.
Further, during the year under review, the
company applied for delisting of its equity shares from BSE Limited. Since the size of the
company is comparatively small and the shares traded on the stock exchanges is miniscule,
it was decided by the Board in their meeting held on November 10, 2022 to voluntary delist
the equity shares of the company from BSE Limited without giving “Exit Opportunity” to the shareholders of the
company. The Company has already filed delisting application with BSE and their approval
is awaited. The equity shares of the company shall continue to be listed and traded on
NSE.
10. Conservation of energy,
technology absorption and foreign exchange earnings and outgo
Your Company does not carry any activity which
is covered under Section 134(3) (m) of the Companies Act, 2013 and applicable rules and
accordingly no data needs to be provided in this regard.
11. Directors and Key Managerial
Personnel
i) Changes in Directors and Key
Managerial Personnel
There have been no changes in the directors and
KMPs of the company in the year under review.
Mr. L. T. Hotwani is retiring by rotation at
the forthcoming Annual General Meeting and being eligible, has been recommended for
re-appointment by the Board.
Details about the director being re-appointed
is given in the Notice of the forthcoming Annual General Meeting being sent to the members
along with the Annual Report.
ii) Declaration by Independent
Directors
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) Formal Annual Evaluation
As done last year, this year also, the Company
followed the same evaluation process with specific focus on the performance vis-a-vis the
plans, meeting challenging situations, performing leadership role within, and effective
functioning of the Board etc. which was in line with the SEBI Guidance Note on Board Evaluation
dated January 5, 2017. The evaluation process invited, through IT enabled platform, and
graded responses to a structured questionnaire for each aspect of the evaluation viz. time
spent by each of the directors; accomplishment of specific responsibilities and expertise;
conflict of interest; integrity of the Director; active participation and contribution
during discussions. For the financial year 2022-2023, the annual performance evaluation
was carried out which included evaluation of the Board, independent directors,
non-independent directors, Chairman, Committees of the Board, quantity, quality and
timeliness of information to the Board. The independent directors evaluated all
non-independent directors, the Board, the Committees, the Chairman and the information to
the Board. The Nomination and Remuneration Committee and the Board evaluated performance
of the independent directors, the Board itself, the Chairman, the Committees of the Board,
the information provided to the Board. All results were satisfactory.
12. Number of meetings of the
Board of Directors
The Companys Board consists of eminent persons
with considerable professional expertise and experience thereby ensuring the best interest
of stakeholders and the Company. The Board comprises of 4 Directors out of which 3 are
Independent Directors.
The composition and category of directors and
relevant details relating to them are given below:
Name of Director |
Category |
Board Meetings Attended during the
Year 2022-23 |
Attendance at the Last AGM |
|
Mr. L. T. Hotwani |
NE |
3/4 |
No |
|
Mr. Atul Desai |
NE, I |
4/4 |
No |
|
Mr. Raj Kumar Jain |
NE, I |
4/4 |
Yes |
|
Ms. Mala Todarwal |
NE, I |
4/4 |
No |
|
Abbreviations:
I = Independent, NE = Non-Executive Director
4 meetings of the Board of Directors were held
during the financial year 2022-23 on the following dates: May 20, 2022, August 10, 2022,
November 10, 2022 and January 18, 2023.
In addition to the above, a meeting of the
Independent Directors was held on March 30, 2023 in compliance with the Section 149(8)
read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mr. Atul Desai, Mr. Rajkumar Jain and Ms.
Mala Todarwal.
It is confirmed that there is no relationship
between the directors inter-se.
13. Audit Committee
The Committee comprises 3 non-executive
independent directors having accounting and finance back-ground. The composition of the
Committee and attendance of the members is given hereunder:
Name of the Member |
Member / Chairman |
Number of Meetings Attended |
style=font-size:10.0pt;font-family:
Arial>Mr. Rajkumar Jain |
Chairman |
4/4 |
Mr. Atul Desai |
Member |
4/4 |
Ms. Mala Todarwal |
Member |
4/4 |
The Company Secretary of the Company acted as
the Secretary of the Committee.
4 meetings of the Audit Committee of the Board
of Directors were held during the financial year 2022-2023 on following dates: May 20,
2022, August 10, 2022, November 10, 2022 and January 18, 2023.
None of recommendations made by the Audit
Committee were rejected by the Board.
Terms of reference -
The terms of reference stipulated by the Board
of Directors to the Audit Committee are as contained under the Listing Agreement / SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013
14. Nomination and Remuneration
Committee
The Company had constituted the Nomination and
Remuneration Committee consisting of non-executive independent directors. During the year
under review, 1 meeting of the Committee was held on May 20, 2022.
Terms of reference -
To recommend appointment of, and remuneration
to, directors, Key Managerial Personnel and Senior Management Personnel and review thereof
from time to time.
Composition of the Committee -
The Committee comprises of 3 non-executive
independent directors as on date of this Report viz. Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala
Todarwal.
Remuneration Policy -
The Company follows a policy on remuneration of
directors and senior management employees and the salient features thereof are as under:
Appointment of Directors -
• While identifying persons
who may be appointed directors, the Committee shall consider business of the Company,
strength, weakness, opportunity and threats to companys business, existing composition of
the board of directors, diversity, skills, expertise of existing directors and background,
skills, expertise, reputation and qualification possessed by persons being considered,
specific requirements under Companies Act, 2013, standard listing regulations and any
other laws as to composition of the Board.
• While identifying persons
who may be appointed as independent directors, the Committee shall review their
qualifications and suitability to ensure that such candidates will be able to function as
directors Independently and avoid any conflict of interest,
obligations, pressure from other Board members, KMPs, senior management and other persons
associated with the Company.
Remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel -
• The remuneration to
executive directors, Key Managerial Personnel and Senior Management Personnel at the time
of appointment shall be mutually agreed. The Committee shall consider top industry
indicators, requirements of role, qualification and experience of candidate, expected
contribution of executive to the profitability challenges specific to the Company and such
other matters as the Committee may deem fit. The remuneration must motivate individuals to
achieve benchmarks which must be aligned to the vision of the Company. It may contain
fixed pay. The management shall periodically find out the remuneration scale prevalent in
the industry / peer group to the
extent possible to find out if there is a need for revision in remuneration for retaining
the talent.
• The Non-Executive directors
shall not be eligible for any remuneration / commission, unless specifically
approved by the Board of Directors on recommendation of the Nomination and Remuneration
Committee and by the shareholders.
• The Non- Executive
Directors including independent directors may receive remuneration by way of fees for
attending meetings of Board or Committee thereof. Provided that the amount of such fees
shall not exceed Rs. 1,00,000/-
per meeting of the Board or Committee or such amount as may be prescribed by the Central
Government from time to time.
• The Non-Executive Directors
may be paid commission after complying with required provisions of the Companies Act,
2013.
Besides, the Committee shall take into
consideration performance, of the concerned executive as well as the Company, to the
growth of business, profitability, company potentiality and critical role played /
initiatives taken while considering pay hike / increment to the concerned executives.
15. Share Transfer, Investors
Grievance and Stakeholders Relationship Committee.
The Share Transfer, Investors Grievance and
Stakeholders Relationship Committee is in accordance with the Section 178 of the
Companies Act, 2013 and the Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, among others, to oversee and review the engagement and
communication plan with stakeholders and ensure that the views / concerns of the stakeholders are
highlighted to the Board at appropriate time and that the steps are taken to address such
concerns, to monitor and review the investor service standards of the Company, to look in
to the transfer/ transmission of
securities.
The composition of the Committee and attendance
of the members is given hereunder:
Name of the Member Member / Chairman Number of Meetings Attended
Mr. L. T. Hotwani Chairman 3/4
Mr. Rajkumar Jain Member 4/4
Ms. Mala Todarwal Member 4/4
Compliance Officer: Mr. Amol Nandedkar - Company Secretary.
4 meetings of the Committee were held during
the financial year 2022-23 on following dates: May 20, 2022, August 10, 2022, November 10,
2022 and January 18, 2023.
All the requests received from the investors
during the year under Report, were resolved within the stipulated time to the satisfaction
of the investors/ shareholders
and no complaints / request were
pending for more than 15 days as on March 31,2023. All the shares/debentures
received for transfer/
transmission were transferred /
transmitted and no transfer was pending as at March 31, 2023.
16. Corporate Governance
Since the company does not breach the Capital
and Net Worth requirements mentioned in Regulation 15 of LODR, the provisions of Corporate
Governance are not applicable to the Company. Hence, the Corporate Governance Report is
not provided the Annual Report.
17. Details of Remuneration to
Directors and Key Managerial Personnel:
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 2022-23 is as given below:
Name and Designation |
Remuneration (Rs. in Lakhs) |
The percentage increase in
remuneration |
The ratio of the remuneration to
the median remuneration of the employees (No. of times) |
Mr. Gajendra Nagar Chief
Financial Officer |
1.80 |
Not applicable |
Not applicable |
Amol Nandedkar Company
Secretary |
1.20 |
Not applicable |
Not applicable |
(a) The percentage increase in the
median remuneration of employees in FY 2022-23 was NIL%.
(b) Your Company had 02 permanent
employees on its payroll as on March 31, 2023.
(c) Average percentage increase in
the salaries of employees other than the managerial personnel in FY 2022-23 was NIL%.
We affirm that the remuneration is as per the
Nomination and Remuneration Policy of 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 Gross
Salary (Rs. Lakhs per annum), Qualification, Previous Company, Nature of Employment, % of
Equity Shares held in the Company, Relative of any Director/ Manager of the Company Gajendra Nahar,
CEO w.e.f. 01/08/2014 and CFO w.e.f. 06/11/2014, 55, 1.80, CA, Winmark Enterprises
Limited, Permanent, 150 Equity Shares (0.00%), No; Amol Nandedkar, Company Secretary, 42,
01/02/2016, 1.20, Company Secretrary, Self-employed, Permanent, NIL Equity Shares (0.00%),
No;
18. Change in the Registrar and
Share Transfer Agent (“RTA”)
Your company had approved to change its RTA to
NSDL Database Management Limited (NDML) from Link Intime India Private Limited. In this
regard, with effect from January 01, 2023 the electronic connectivity and physical records
were shifted from Link Intime India Private Limited to NDML The shareholders of the
company are requested to take send all their requests/complaints and all other
communication to the new RTA as per the details below :
Name of the RTA : NSDL Database Management Limited
Address : 4th Floor, Trade World, A Wing, Kamala
Mills Compound Lower Parel,
Mumbai - 400 013 Name of the concerned person : Mr. Vishal Parad Contact No : 91-22-24994200 Email ID : info_ndml@nsdl.co.in
19. Establishment of vigil
mechanism for directors and employees
The Company has a Whistle Blower Policy and
Vigil Mechanism for its directors and employees and any director or employee may make
protected disclosures to the Audit Committee and no personnel have been denied access to
the Audit Committee.
20. Particulars of contracts or
arrangements with related parties
A related party transaction that was entered
into during the year under report was on an arms length basis and was in the ordinary
course of business, to serve mutual needs and mutual interest. There were no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. The requirement of Form AOC-2 is not applicable to the Company.
The details of the related party transactions as required under IND-AS 24 are set out in Note 18(ii) to
the Standalone financial statements forming part of this Report.
21. Loans, Guarantees and
Investments
During the Financial Year under review, your
Company has not given any loans, guarantees, security or made any investments requiring
members approvals under section 186 of the Companies Act, 2013.
22. Managerial Remuneration
The remuneration or perquisite paid to the
Managerial Remuneration was within the limits prescribed under the Act. No service
contract was entered into with, any managerial person. The sitting fees paid to the
independent directors for attending meetings of Board / Committees of the Board for the
Financial Year ended March 31, 2023 are as under:
Sr. No. |
Name of the Director |
Sitting Fees (Rs.) |
1 |
Mr. Atul Desai |
1,53,000/- |
2 |
Mr. Rajkumar Jain |
1,65,000/- |
3 |
Ms. Mala Todarwal |
1,65,000/- |
The above mentioned sitting fees paid to the
independent directors was within the limits prescribed under the Companies Act, 2013.
None of the directors had any transaction with
the Company.
23. Shareholding of the Directors
of the Company as on March 31, 2023
As on March 31,2023, none of the directors held any
shares in the Company.
24. Management Discussion and
Analysis
A separate report on Management Discussion and
Analysis is enclosed as a part of the Annual Report
25. Directors Responsibility
Statement
Pursuant to Section 134(3)(c) & 134(5) of
the Companies Act, 2013, your directors hereby confirm that:
a. in the preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b. the directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the Company for that
period;
c. the directors had taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. the directors had prepared the
annual accounts on a going concern basis;
e. being a listed company, the
directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
f. the directors had devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
26. Human capital
As an organization, we respect the rights of
our people, promote open and free flow of ideas without any form of harassment or
discrimination and have implemented robust policies to ensure that these are adhered to
across all our operations. We are resolute regarding support to human rights and complying
with all the relevant laws. Our Code of Conduct, Prevention of Sexual Harassment (PoSH)
Policy and other HR practices covers aspects of human rights for operations.
As a result of our commitment to upholding high
standards of protection of human rights, there were no complaints in FY
2022-23.
27. Miscellaneous
> During the year under report,
there was no change in the general nature of business of the Company.
> No material changes and
commitments affecting the financial position of the Company occurred between the end of
the financial year under report and the date of this report.
> No significant and material
orders were passed by the regulators or courts or tribunals impacting the going concern
status and the Companys operations in future.
> The Company has not made any
provision of money for the purchase of, or subscription for, shares in 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.
> During the year under review,
the Company has generally complied with the applicable Secretarial Standards as issued by
the Institute of Company Secretaries of India.
> During the year under review,
there has been no one-time settlement Banks and Financial Institutions.
> There are no proceedings,
either filed by the Company or filed against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National Company Tribunal or other Courts as
at the end of the Financial Year ended March 31, 2023.
28. Acknowledgements
Your Directors wish to acknowledge the
co-operation and support extended by the group companies, Central Government,
State Governments, bankers, customers, and the
shareholders. It will always be the Companys endeavor to build and
nurture strong relationship for mutual benefit.
For and on behalf of the Board of Directors Welspun
Investments and Commercials Limited
|
Sd/- |
Sd/- |
|
L. T. Hotwani |
Atul Desai |
Place: Mumbai |
Director |
Director |
Date: May 10, 2023 |
DIN - 00007125 |
DIN - 00019443 |
+91-9892691696
