wires & fabriks s a ltd share price Directors report


For the Year 2022-23 Dear Members,

The Directors of the Company have pleasure in presenting the 66 Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2023.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2023 are as under:

(Rs. In Lacs)

31.03.2023 31.03.2022
Total Income 10892.20 9601.67
Profit After Tax 134.06 93.20
Retained Earnings 3506.10 3375.10

DIVIDEND

In view of the unprecedented times and the need to conserve cash at this time, your Directors have recommended to the Members a dividend of Rs. 0.10 per share (previous year Rs. 0.10 per share) amounting to Rs. 3.06 Lacs for the financial year ended 31st March, 2023.

OPERATIONS & FUTURE OUTLOOK

Your Company has closed the financial year with increased turnover and profits. The assets commissioned in the last expansion cum modernisation project have given positive results and have started generating revenues for the Company. In order to meet the growing demands of both the domestic and foreign markets, the Company planned another expansion cum modernisation project during the year. This would enhance the production capacity of the Company and will in turn help to serve more customers.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technology up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years. The current economic scenario may however affect the results of the Company in the short term. With economic improvement, the Indian Paper Industry is expected to grow at a higher rate than the GDP growth, especially in the packaging segment.

DIRECTORS

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 25 May, 2023 approved the appointment of Mr. Sanjay Kumar Singh (DIN: 10168533), as an Additional Director (Non-Executive

and Independent) with effect from 25 May, 2023 to hold office upto the date of the ensuing Annual General Meeting and subject to the approval of the shareholders at the ensuing Annual General Meeting, to hold office as an Independent Director for a term of five years commencing from 25 May, 2023. Profile of Mr. Sanjay Kumar Singh is given in the Notice of the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahendra Khaitan, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment. Profile of Mr. Mahendra Khaitan, is given in the Notice of the Annual General Meeting.

AUDITORS

M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C), Statutory Auditors of the Company were appointed for a term of five years, from the conclusion of the 63 Annual General Meeting till the conclusion of the 68 Annual General Meeting of the Company. There are no qualifications, reservations, adverse remarks or disclaimer in the Statutory Audit Report and neither any fraud has been reported by auditors under section 143(12) of the Companies Act, 2013.

The Secretarial Audit was carried out by M/s. Sourav Kedia & Associates, Company Secretaries in Practice, represented by Mr. Sourav Kedia, Proprietor, having Membership No. F11510 and Certificate of Practice No. 15259 for the financial year ended 31 March, 2023. In terms of the provisions of the Companies Act, 2013 on recommendation of the Audit Committee, the Board at its meeting held on 13 February, 2023 had appointed M/s. Sourav Kedia & Associates, Company Secretaries in Practice, as the Secretarial Auditor for the financial year ending 31st March, 2023. The Secretarial Auditors Report for the financial year ending 31st March, 2023 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Secretarial Audit Report.

INFORMATIONS

Informations / statements as per the applicable provisions of the Companies Act, 2013 & rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard 1 & 2, and other applicable statutory provisions are annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the Customers, Investors, Bankers, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their continued & unstinted efforts during the year.

For and on behalf of the Board

K.K. Khaitan M. Khaitan
Place: Jaipur Executive Chairman Managing Director
Date: 25 May, 2023 DIN: 00514864 DIN: 00459612

ANNEXURE TO THE DIRECTORS REPORT

INFORMATIONS

• The Annual Return in the prescribed form MGT-7 may be referred to, at the Companys website at h t t p : / / w w w. w i r e f a b r i k . c o m / s h a r e h o l d e r s -information.html

• The details of the Board Meetings held during the Financial Year 2022-23 have been furnished in the Report on Corporate Governance.

• Directors Responsibility Statement

Directors Responsibility Statement pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, is furnished below. It is hereby confirmed that:

o in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

o the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

o the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

o the directors had prepared the annual accounts on a going concern basis;

o 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

o 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.

• The Company has obtained the declaration from all the Independent Directors stating their Independence pursuant to Section 149(6) of the Companies Act, 2013.

• A Nomination and Remuneration Policy has been formulated, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companys policy on Directors, Senior Management Personnel and other employees appointment and their remuneration, by the Nomination and Remuneration Committee which was reviewed and approved by the

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Board of Directors at its meeting held on 23 May, 2022.The said policy may be referred to, at the Companys website at http://www.wirefabrik.com /shareholder/NRP.pdf

The brief of the Remuneration Policy as approved by the Board is given below:

a. The Managing Director / Whole-time Directors, etc. shall receive remuneration as per the required approvals governed as per provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate taking into consideration the required factors.

b. The Non-Executive Directors shall receive remuneration by way of Sitting Fees, as may be decided by the Board from time to time, as governed as per provisions of the Companies Act, 2013. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate taking into consideration the required factors. Any fees paid to Independent Directors for professional services shall not be considered as part of remuneration, subject to provisions of the Companies Act, 2013.

c. All Directors will be reimbursed expenses, including travelling expenses, incurred in performing their duties and / or attending Board/Committee Meetings.

d. Senior Managerial Personnel and Other employees shall receive remuneration as per Companys policy, subject to compliance with the provisions of the Companies Act, 2013.

• The Company has not given any loan, guarantees or made any investments during the year under review.

• A Related Party Transaction Policy has been reviewed and approved by the Board of Directors in its meeting held on 23 May, 2022 for determining the materiality of transactions with related parties and dealings with them.

The said policy may be referred to, at the Companys website at http://www.wirefabrik.com/shareholder/ RPTP.pdf

Prior/Omnibus approvals for the transactions between the related parties and the Company are obtained from the Audit Committee. The Audit Committee reviews all related party transactions quarterly. Further the members may note that there are no material related party transactions which require reporting under the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

• As required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo is annexed herewith.

• The Company has identified various risks. As required under Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. The Board monitors the various functions and regions to establish any risk existing in the operational functions of the Company.

• The Board of Directors of the Company has reviewed, approved and adopted a CSR Policy at its Board Meeting held on 23 May, 2022 which inter-alia states the constitution of the CSR Committee and CSR activities to be taken up by the Company. The said policy may be referred to, at the Companys website at http://www.wirefabrik.com/shareholder/CSRP.pdf.

For the financial year 2022-23, the CSR Committee had been re-constituted by the Board of Directors of the Company at its meeting held on 12 February, 2022 and the constitution of the Committee is as follows:

A meeting of the Independent Directors as required to be held to evaluate the performance of the Non-Independent Directors was held on 23 May 2022 wherein the performance of the Non-Independent Directors, was evaluated.

To determine the criteria of evaluation of the performance of the Independent Directors as required under the Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee at its meeting held on 23 May, 2022 reviewed and established the criteria and recommended the same to the Board, for their evaluation purpose. Based on this, the Board at its meeting held on 23 May, 2022 critically adjudged the performance of the Independent Directors, in absence of the particular Director being evaluated. In the opinion of the Board, the Independent Directors of the company, are persons of integrity and possess requisite and proper expertise, proficiency and experience.

• The Company does not have any Subsidiary / Associate / Joint Venture Company as on 31st March, 2023.

• The Company has not accepted any kind of Deposits from the Public during the F-Y 2022-23. As on 31st March 2023, the Company does not have any unclaimed deposit.

• There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

• Your Company has an adequate system of internal financial control procedures which is commensurate with the size and nature of business. The internal control systems of the Company are monitored and evaluated by Internal Auditors and their Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the Financial Statements, including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the Company.

• The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

• The details of familiarization programs to

Sr. Name Category Designation
1. Mr. Mahendra Khaitan Managing Director Chairman
2. Mr. Devesh Khaitan Jt. Managing Director Member
3. Mr. Satish Ajmera Independent Director Member

At Wires & Fabriks (S.A.) Ltd., Corporate Social Responsibility (CSR) has been an integral part of the way we have been doing our business since inception. During the financial year 2022-23 the Company did not fall under the purview of the provisions of Section 135 of the Companies Act, 2013, read with rules made thereunder and was not required to mandatorily make any contribution towards the CSR activities.

• Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board and its Committees and the Nomination & Remuneration Committee evaluated performance of individual directors based on established criteria for such evaluation.

Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters may be referred to, at the Companys website at http://www. wirefabrik.com/shareholder/FPID.pdf.

• The Company has a Whistle Blower Policy in place for Vigil Mechanism. The Whistle Blower Policy has been reviewed and approved by the Board of

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Directors at its meeting held on 23 May, 2022 as per the provisions of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy may be referred to, at the Companys website at http://www. wirefabrik.com/shareholder/ WBPVM.pdf

• The statement of particulars, required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report. However, as permitted under Section 136(1) the Companies Act, 2013, the Report and Accounts are being sent to all Members and other entitled persons excluding the above statements. Those interested in obtaining a copy of the said statements, may write to the Company at its Registered Office and the same will be sent by post. The statements are also available for inspection at the Registered Office, during working hours upto the date of the Annual General Meeting.

• The paid up Equity Share Capital as on 31st March, 2023 was Rs. 3,05,62,500. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The details of the Equity Shares held by the Directors as on 31st March, 2023 have been furnished in the Annual Return, available on the website of the Company at http://www.wirefabrik. com/shareholder-information.html

• The Company has transferred a total sum of Rs.

2,17,523/- during the financial year 2022-23 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 124(5) of the Companies Act, 2013.

• The Company has maintained cost records for its products for which cost records are required to be maintained as specified by the Central Government under section 148(1) of the Companies Act, 2013.

• The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour and sex. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also framed a Policy on "Prevention of Sexual Harassment" at the workplace. There were no cases reported during the year under review under the said Policy.

• In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Management Discussion & Analysis Report together with the Report on Corporate Governance and the certificate, in respect of compliance with the conditions of corporate governance, is annexed herewith.

• The Company has complied with the provisions of applicable Secretarial Standard 1 & 2 issued by the Institute of Company Secretaries of India and approved under Section 118(10) of the Companies Act, 2013.

• No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report, except the effect on operations due to government / covid restrictions / situation.

For and on behalf of the Board

K.K. Khaitan M. Khaitan
Place: Jaipur Executive Chairman Managing Director
Date: 25 May, 2023 DIN: 00514864 DIN: 00459612

ANNEXURE TO THE DIRECTORS REPORT -

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of the Boards Report for the year ended on 31st March 2023.

A. CONSERVATION OF ENERGY

1. Steps taken or impact on Conservation of Energy.

The Company continues to remain conscious of conserving energy resources and takes various measures to rationalize the consumption of energy.

2. Steps taken by the Company for utilizing Alternate Sources of Energy.

Wheeling arrangement for self consumption has been made from one of the Companys Wind Power Plant established at Jaisalmer, Rajasthan. Company is also under an arrangement for production & purchase of Solar Energy.

3. Capital Investment on Energy Conservation Equipments.

The Company continues to identify and modernize equipments & processes for Energy Conservation.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards Technology absorption. a. Training of personnel

b. Absorption / adaptation of technology to suit indigenous requirements.

c. Analysis and feedback to improve products / processes / equipment.

d. Strengthening of R & D.

e. Participation in conferences, seminars and exhibitions.

2. Benefits derived.

a. New / improved products / processes / equipments etc.

b. Indigenisation.

c. Strengthening of technological base.

3. Imported Technology (Imported during last 3 Years).

No major Technology was directly imported by the Company during last 3 years.

4. Expenditure Incurred on Research and Development.

(Rs. In Lacs)

(a) Capital : 0.38
(b) Revenue : 173.29
(c) Total : 173.67
(d) Total R & D Expenditure : 1.60
(as a % of total turnover)

C. FOREIGN EXCHANGE INFLOW AND OUTFLOW

1. Activities relating to Exports.

The Company regularly exports its products to several countries. Efforts to develop new markets and consolidate the existing ones are continuing.

2. Total Foreign Exchange used and earned.

(Rs. In Lacs)

Foreign Exchange earned : 3512.14
Foreign Exchange used : 3380.29

For and on behalf of the Board

K.K. Khaitan M. Khaitan
Place: Jaipur Executive Chairman Managing Director
Date: 25 May, 2023 DIN: 00514864 DIN: 00459612