Walchand Peoplefirst Ltd
Directors Reports
To,
The Members
Walchand PeopleFirst Limited
The Directors are pleased to present the 103rd Annual Report along with the
Audited Financial Statements of your Company for the Financial Year ended 31st
March, 2023. The State of the Company's Affairs
1. KEY FINANCIAL hIGhLIGhTS:
Particulars |
For the Year ended 31.03.2023 |
For the Year ended 31.03.2022 |
|
(INR. in lakhs) |
(INR. in lakhs) |
Profit before interest, depreciation and taxation * |
482.13 |
307.99 |
| Less: Interest |
(8.77) |
(1.89) |
| Less: Depreciation/ |
|
|
|
(69.04) |
(34.39) |
| Amortisation |
|
|
| Less: Provision for |
|
|
Taxation – Current / earlier years |
(66.27) |
(75.75) |
| Add / (Less): Deferred |
|
|
|
11.57 |
(11.38) |
| Tax recognized |
|
|
| Net Profit * |
349.62 |
184.57 |
| Add/(Less): Other |
|
|
| Comprehensive |
6.07 |
10.62 |
| Income (Net of tax) |
|
|
| Profit after Other |
|
|
| Comprehensive |
355.69 |
195.19 |
| Income * |
|
|
Add: Balance brought forward |
1328.25 |
1133.06 |
| Less: Impact of |
|
|
| Ind AS 116 - Lease |
- |
- |
| Accounting |
|
|
Amount available for appropriation |
1683.94 |
1328.25 |
Less: Dividend paid for the year ended |
(36.30) |
- |
| 31st March 2022 |
|
|
| Less: Dividend Tax |
- |
- |
Balance carried to |
|
|
|
1647.64 |
1328.25 |
Balance Sheet |
|
|
During the year under review, the Company has reported a total income of INR 2423.94
Lakhs out of which non-operating income amounts to INR 403.83 Lakhs. Income from
operations is INR 2020.11 lakhs which has increased by INR 238.68 Lakhs i.e., by 13% as
compared to the previous year.
During the year under review, the Company has reported Net Profit after tax and other
comprehensive Income of Rs. 355.69 Lakhs during the year as compared to Rs. 195.19 Lakhs
in the previous year.
2. ChANGE IN ThE NATURE OF BUSINESS:
There is no change in the nature of Business by the Company during the period under
review.
3. DIvIDEND:
Your Directors are pleased to recommend a final dividend of Rs. 1/- per equity share of
the company for the Financial Year ended 31st March, 2023.
4. TRANSFER TO RESERvES:
The Company has proposed to transfer Nil amount to the General Reserve out of amount
available for appropriations.
5. CONSERvATION OF ENERGY, TEChNOLOGY ABSORPTION AND FOREIGN ExChANGE EARNINGS
AND OUTGO: (A) Conservation of energy -
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy have not been furnished considering the nature of activities
undertaken by the Company during the year under review.
(B) Technology Absorption -
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
technology absorption have not been furnished considering the nature of activities
undertaken by the Company during the year under review.
(C) Foreign exchange Earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo
in terms of actual outflows is as follows:
A. Expenditure in Foreign Currency |
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
|
(INR. in lakhs)* |
(INR. in lakhs)* |
| Royalty Remitted |
149.31 |
164.33 |
| Others |
93.58 |
65.18 |
B. Earnings in |
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
Foreign currency |
|
|
|
(INR. in lakhs) |
(INR. in lakhs) |
| Professional fees |
4.39 |
8.24 |
| Others |
91.55 |
0.26 |
*Expenses are grossed up.
6. MANAGEMENT DISCUSSION AND ANALYSIS: MANAGEMENT DISCUSSION AND ANALYSIS FOR FY
2022-23: Economic Trends:
The world faces a double whammy; overheated economies requiring a calming palliative of
monetary policy tightening, and rising interest rates that threaten to push the world into
a recession, if the growth momentum suddenly goes into negative overdrive. A calibrated
balance is required, but with each country facing its own unique struggle, a coordinated
response with synchronous policies, like at the time of the Great Recession, is warranted
but not likely. Western governments are hypersensitive to inflationary trends, and as the
US Fed rate hikes show, they are not inoculated from taking stringent steps to contain the
price spiral. The Ukraine war, now in its anniversary plus phase, is continuing to cause
havoc to oil prices ( at USD 85 per barrel as of April, 2023) and accentuate supply chain
gridlocks. The global outlook is thus bleak on account of elevated inflation, rising
interest rates, and falling investment. As the World bank has noted, if geopolitical
tensions worsen on account of a new military threat like the Taiwan crisis between USA and
China, or a sudden escalation in the Covid 19 pandemic which has risen dramatically in
India recently, the world faces the dismal prospect of another slump, which could lead to
the first time in more than 80 years that two global recessions have occurred within the
same decade. These are difficult times for those economies heavily dependent on the export
growth model.
According to the World bank, "The global economy is projected to grow by 1.7% in
2023 and 2.7% in 2024. The sharp downturn in growth is expected to be widespread, with
forecasts in 2023 revised down for 95% of advanced economies and nearly 70% of emerging
market and developing economies".
The silver lining could be the projected growth rate China. China has reported a growth
rate of 5.2 per cent in 2023 against its growth rate of three per cent in 2022. It appears
to be rebounding robustly following the end of its disastrous zero-Covid policy that had
resulted in a virtual national lockdown.
The International Monetary Fund (IMF) has recently lowered India's GDP growth forecast
for the current fiscal to 5.9 per cent from 6.1 per cent earlier. This is a disconcerting
assessment and signals a creeping slowdown. We must remember that India has yet to see a
sustained period of economic buoyancy on an upward trajectory since 2016; the aftermath of
the pandemic still haunts social sector allocations, and gross fixed capital formation.
Saudi Arabia has displaced India as the fastest growing economy in the world.
Several analysts believe that the enhanced rise in capital expenditure ( 3.3% of GDP)
in budgetary allocations will crowd in private investment leading to a strong fiscal
performance. With sluggish exports, depreciating rupee, tepid manufacturing, and still
modest level inflation, we are unlikely to see a sharp improvement though. India's economy
needs a significant boost from the private sector; FDI is not sufficient to cover the gap.
Schemes like the PLI have the potential but are yet to deliver on its principal focus
areas, jobs and exports. Moreover, it is misplaced optimism to expect global companies to
relocate overnight from China to other manufacturing destinations. India also has intense
competition from already established South East Asian countries that have a less
bureaucratic and more infrastructure friendly environment for faster execution of
projects.
The future may not be as gloomily grim but it is certainly uncertain.
Opportunities and Challenges:
The macroeconomic trends are yet to stabilize, and they pose an imposing challenge to
business and industry. Capital expenditures pay-off in the long term as they create a
multiplier effect. With the exports sector likely to face headwinds on account of slowing
GDP growth abroad, domestic demand will be critical if India is to achieve its potential.
In this area, we run the risk of falling woefully short. Pay-outs on social schemes such
as MNREGA have been lowered, and we do not have urban guarantee employment schemes either.
With joblessness still reportedly distressingly high at 7.8% and several having dropped
out of the labour force, aggregate demand from India's demographic dividend will fall
woefully short. One of the important components of economic growth thus continues to
remain fragile.
With interest rates still ruling on the higher side, despite RBI taking a momentary
pause, it is unlikely that corporate borrowing will see a high credit offtake. The
construction sector might also become bearish as home loans become expensive, thus
consuming a big chunk of disposable income.
The Big Tech sector has been on a massive retrenchment of their workforce, their
layoffs adding to urban unemployment woes. One can foresee that the start-up sector is
seeing a drying up of angel and venture capital funding and this trend is likely to
continue in the Ed tech and Fin tech area that had seen an exponential boom recently,
leading to the inevitable market correction.
It needs to be mentioned that the recent financial emergency in one of the largest
infrastructure groups in India has also drawn attention to our regulatory mechanisms,
leading to unfavourable publicity and perceptions. Given the fact that we live in a
globally wired world, these can have ramifications. We are dependant on FDI and FPI to
shore up our current account deficit, under severe strain because of currency
depreciation, lacklustre exports, rising oil and commodity prices and imports.
We remain bullish on account of size of our consumer markets, potentially repressed
demand that on fruition could be a game-changer, improved infrastructure, and hopefully,
greater transparency in governance. Further, despite many challenges, most companies
across sectors are building themselves up from the drastic shrinkages of workforce during
the pandemic as they settle into their new business models and adapted business plans.
This presents a positive trend for increased investment in talent development.
Outlook, Risks and Control
While the economy broadly continues to be somewhat bumpy, it is reasonable to assume
that some sectors will continue to show positive growth, while others will benefit from
their inherently recession-proof character. We foresee the healthcare sector to be in the
forefront of stable expansion, given the vulnerabilities in state public health
infrastructure, post-pandemic social consciousness on physical and mental conditions,
wellness becoming a new hygiene requirement in people's lives, and the ageing pensioner
population who will require medical/ financial support. Thus, even insurance will probably
boom in India; one, we have a fairly low penetration rate, secondly, there is greater
awareness of contingencies and unforeseen black swan moments.
Although so far little has been done other than tokenism on climate change, we expect
clean energy and green technology to become centre stage in India's growth story. With
large corporates investing in renewable energy, both solar and wind, and moving away from
fossil -fuels, these areas could see demand for skilled and specialist manpower. In our
learning and development industry, it is the sunrise sectors, many who maybe the Unicorns
of the future, where we see sustainable growth. Of course, right now, these sectors are
being outpaced by the traditional biggies who continue to be drivers of India's growth
engine; namely, banking and financial services, FMCG, automobiles ( particularly two
wheelers and small to medium sized cars), IT software, Retail, and lastly, construction,
both housing and infrastructure. It can be predicted with a modicum of certitude that
despite occasional shocks, India has a base level growth of 4% to work with. But inching
above that will take policy governance, level playing field among competitors and
administrative translucency. For job creation and attractiveness for business investment,
they will be mandatory.
Cautionary Statement
We operate, like all corporations, public or private, in a larger ecosystem that
comprises of regulators, government, marketplace, technology, shareholders, customers,
community and society. We are committed to continuously adapt and ameliorate our business
output. However, we do recognise that we exist in a world that moves forward on
co-dependency, mutual trust, rule of law, and shared goals, and must be prepared for
disruptive changes, unpredictable developments, and destabilizing global events; like the
pandemic, Ukraine war, China-US Cold War, ChatGPT etc.
One of the challenging areas for most business entities is to manage the inevitable
challenges posed by a complex environment. The economic policies, national mood, political
risks, market and consumer sentiment play a big role in our corporate delivery. Thus, we
would like to issue a caveat that the final results of our company may be affected either
marginally or significantly by the prevalent business climate in the country and may vary
from our expressed goals articulated earlier during the fiscal year.
Internal Control Systems
As a publicly listed company we have several statutory obligations. But besides
fulfilling what is legally expected of us, we have our own internal goal to be a highly
compliant company following the best business practises. This takes priority as we do not
want to take short cuts just to achieve financial objectives. Ethical compromises are
unacceptable no matter the profitability compulsions. This usually takes many forms.
To start with, we follow due diligence in all the report filings, which are regulatory
musts. We also do internal audits of our operating processes to ensure that there is no
deviation from standard norms. Most importantly, there is full disclosure of our audit
findings.
Technology plays a vital role to keep the human error part to the barest minimum. We
also have the added responsibility to minimize the threat of data theft, cybersecurity,
and hacking. We also have checks and balances within to ensure that there is no unilateral
decision-making; there is no undue individual concentration of authority. Organizational
imperatives are given the highest priority. Of course, this requires constant review of
processes and procedures to make sure that we are updated at all times.
Financial Performance
Total income achieved during the year under review is 25% higher at INR 2,423.94 lakhs
as against INR 1,943.81 lakhs in the previous year. Income from business operations of the
Company has been INR 2,020.11 lakhs as against INR 1,781.45 lakhs in the previous year,
showing a modest increase of 13%, mostly on account of new customers and customer
retention. Owing to good working capital management, avoiding wasteful expenditure, and
negotiating cost-friendly deals with suppliers, along with Other Income of INR 403.83
lakhs, the Company has achieved total EBITDA of 20% on total income as compared to 16%
last year.
After providing for current tax of INR 66.27 lakhs, deferred tax income of INR 11.57
lakhs and Other Comprehensive income of INR 6.07 lakhs, the net profit of the Company is
INR 355.69 lakhs as against the net profit of INR 195.19 lakhs in the previous year, a
growth of nearly 82%. Thus, we have a resultant total PAT of 15% on total income as
compared to 10% last year, which can be attributed to a one-off higher Other Income. human
Resources
We are a people-driven company in the people's business. Over the last couple of years,
business leaders have faced an enormously uncertain landscape, battling the new dynamic of
the conflict between work from home and the return-to-office policies, high levels of
attrition, and mostly, unhappy employees who are stressed out.
We see the trend of human resource disruptions becoming more acute in the coming years.
As new startups scale up and the Big Boys expand their horizons, the talent marketplace is
likely to get crowded. It must be advised, however, that jobs will be available for fewer
people but with the right skill sets and attitude. India's unemployment problem is
unlikely to see an upward bump. In the face of an economic slowdown, and with most
companies preparing for it, the workforce will feel the heat as companies keep costs
controlled while seeking higher productivity.
There is one irrefutable principle that will determine the future of companies; talent
spotting and thereafter retention will be the most important functions. People are back
with a bang, even in an employee surplus market.
7. REvISION OF FINANCIAL STATEMENT OF ThE COMPANY/ ThE REPORT OF ThE BOARD:
The Financial statement of the Company/ Board Report has not been revised during the
financial year 2022-23 as per Section 131 of the Companies Act, 2013.
8. ANNUAL RETURN:
As per the amendment, in Rule 12 of the Companies (Management and Administration) Rule,
2021 the requirement of extract of Annual Return in Form MGT-9 is omitted. As per the
amendment, every company shall place a copy of the annual return in form MGT-7 on its
website and the web link of such annual return shall be disclosed in the Board's report.
The Annual Return of the Company in Form MGT-7 has been uploaded on the website of the
Company and is available at the following link:
https://www.walchandpeoplefirst.com/wp-content/
uploads/2023/06/Annual-Return-F.Y.-2022-2023.pdf
9. DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) of the
Companies Act, 2013 and the Rules made thereunder.
10. ThE DETAILS IN RESPECT OF ThE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITh
REFERENCE TO ThE FINANCIAL STATEMENTS:
The Company has adequate internal financial controls besides timely statutory audits,
limited reviews and internal audits taking place periodically.
11. BOARD MEETINGS:
The Board of Directors (hereinafter called as "the Board") met five times
during the Year under review:
Sr. No. |
Date of the Meetings |
venue and Time of the Meetings |
Directors present |
Directors to whom Leave of Absence is granted |
|
|
1st Floor, Construction |
1. Ms. Pallavi Jha |
|
|
|
House, Walchand Hirachand |
2. Mr. Sanjay Jha |
|
| 1. |
29.04.2022 |
Marg, Ballard Estate, |
3. Mr. Joseph Pereira |
None |
|
|
Mumbai – 400 001 |
4. Mr. H. N. Shrinivas |
|
|
|
Time : 4:30 P.M. |
5. Mr. Jehangir Ardeshir |
|
|
|
1st Floor, Construction |
1. Ms. Pallavi Jha |
|
|
|
House, Walchand Hirachand |
2. Mr. Sanjay Jha |
|
| 2. |
29.07.2022 |
Marg, Ballard Estate, |
3. Mr. Joseph Pereira |
None |
|
|
Mumbai – 400 001 |
4. Mr. H. N. Shrinivas |
|
|
|
Time : 5:30 P.M. |
5. Mr. Jehangir Ardeshir |
|
|
|
1st Floor, Construction |
1. Ms. Pallavi Jha |
|
|
|
House, Walchand Hirachand |
2. Mr. Sanjay Jha |
|
|
|
Marg, Ballard Estate, |
3. Mr. Joseph Pereira |
|
|
|
Mumbai – 400 001 |
4. Mr. H. N. Shrinivas |
|
| 3. |
31.10.2022 |
|
|
|
|
|
(Through Video |
5. Mr. Jehangir Ardeshir |
None |
|
|
Conferencing/Other Audio- |
|
|
|
|
Visual Means) |
|
|
|
|
Time : 12:45 P.M. |
|
|
|
|
1st Floor, Construction |
1. Ms. Pallavi Jha |
|
|
|
House, Walchand Hirachand |
2. Mr. Sanjay Jha |
|
| 4. |
27.01.2023 |
Marg, Ballard Estate, |
3. Mr. Joseph Pereira |
None |
|
|
Mumbai – 400 001 |
4. Mr. H. N. Shrinivas |
|
|
|
Time : 4.00 P.M. |
5. Mr. Jehangir Ardeshir |
|
12. ChANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Pallavi Jha retires by Rotation and being eligible, offers herself for
re-appointment in the ensuing Annual General meeting.
13. STATEMENT ON DECLARATION GIvEN BY ThE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
ThE COMPANIES ACT, 2013:
Pursuant to Section 149(4) of the Companies Act, 2013
readwiththeCompanies(AppointmentandQualifications of Directors) Rules, 2014 (subject to
amendment and re-enactment from time to time), the Central Government has prescribed that
your Company shall have minimum two Independent Directors on its Board.
In view of the above provisions, your Company had the following Independent Directors
during the year under review:
Sr. No. |
Name of the Director |
Date of Appointment |
Date of the passing of Resolution (if any) |
| 1. |
Mr. H. N. Shrinivas |
26.10.2018 |
31.07.2019 |
2. |
Mr. Jehangir Ardeshir |
05.02.2019 |
31.07.2019 |
3. |
Mr. Joseph Pereira (Regularized as an Independent Director with effect
from 30th July 2021) |
26.10.2020 |
30.07.2021 |
All the above Independent Directors meet the criteria of ‘independence' prescribed
under Section 149(6) and have submitted a declaration to the effect that they meet the
criteria of ‘independence' as required under Section 149(7) of the Companies Act,
2013.
14. STATEMENT REGARDING ThE INTEGRITY,
ExPERTISE, AND ExPERIENCE OF ThE
INDEPENDENT DIRECTORS:
In the opinion of the Board, the Independent Director of the Company whose
appointment was regularized by the shareholders in the Annual General Meeting held on 30th
July, 2021; meet the requirements of integrity, expertise and experience as required by
Company.
15. COMMITTEES OF BOARD:
I. Nomination and Remuneration Committee:
In accordance with the provisions of Section 178 of the Companies Act,
2013 read with rules, the Company has appropriate Nomination and Remuneration Committee
consisting of three Non-executive Directors, all the Directors being Independent
Directors. The Committee acts in accordance with the ‘Terms of Reference' approved
and adopted by the
Board from time to time. The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
| 1 |
Mr. H. N. Shrinivas |
Chairman |
| 2 |
Mr. Jehangir Ardeshir |
Member |
| 3 |
Mr. Joseph Pereira |
Member |
Remuneration Policy
Introduction:
The Company considers human resources as an invaluable asset. This policy on Nomination
and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has
been formulated in terms of the provisions of the Companies Act, 2013 read with rules and
the Securities And Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors,
KMPs and employees of the Company and to harmonies the aspirations of human resources
consistent with the goals of the Company.
Objective and purpose of the policy:
To formulate the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of Directors (Executive and Non-Executive) and
recommend to the Board policies relating to the remuneration of the Directors, KMP and
other employees;
To formulate the criteria for evaluation of performance of all the Independent Director
and Directors on the Board;
To devise a policy on Board diversity;
To lay out remuneration principles for employees linked to their effort, performance
and achievement relating to the Company's
21 goals and support the organization's business strategy, operating objectives and
human capital needs.
Constitution of Nomination and Remuneration Committee: The Board has constituted
the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was
changed to "Nomination and Remuneration Committee" on 17th April,
2014 and the Company has reconstituted committee on Board Meeting held on 05th
February, 2019 and subsequently reconstituted it once again during the Board Meeting held
on 26th October, 2020. This is in line with the requirements of the Companies
Act, 2013. The Board has the authority to reconstitute the Committee from time to time.
Terms of Reference of the Nomination and Remuneration Committee: The Nomination
& Remuneration Committee is the sub - committee of the Board of Directors of the
Company and the terms of reference of the Committee shall be decided by the Board from
time to time. The roles and responsibilities of the Nomination and Remuneration Committee
shall be as follows:
1. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration of the Directors, Key Managerial Personnel and other employees;
2. To identify persons who are qualified to become Directors and who may be appointed
in senior management and recommend to the Board their appointment and removal and shall
carry out evaluation of every Director's performance;
3. To determine such policy, taking into account all factors which it deems necessary.
The objective of such policy shall be to ensure that members of the executive management
of the Company are provided with appropriate incentives to encourage enhanced performance
and are, in a fair and responsible manner, rewarded for their individual contributions to
the success of the Company;
4. To review the ongoing appropriateness and relevance of the remuneration policy;
5. To approve the design of any performance related pay schemes operated by the Company
and approve the total annual payments made under such schemes;
6. To decide on all share incentive plans for approval by the Board and shareholders.
For any such plans, determine each year whether awards will be made, and if so, the
overall amount of such awards, the individual awards to the Executive Directors and other
senior executives and the performance targets to be used;
7. To consider and make recommendations in respect of any other terms of the service
contracts of the executives and any proposed changes to these contracts, and to review the
Company's standard form contract for Executive Directors from time to time;
8. To consider any other matters relating to the remuneration of or terms of employment
applicable to the remuneration of the Directors, Key Managerial Personnel and other
employees.
Appointment of Directors and Key Managerial Personnel: The Committee shall
formulate the criteria for determining qualifications, positive attributes and
independence of a Director and KMP and recommending candidates to the Board, when
circumstances warrant the appointment of a new Director and KMP, having regard to the
experience and expertise as may be deemed appropriate by the Committee at the time of such
recommendation.
Term of appointment of Directors: a) Managing Director/ Whole-time Director/
Manager: The Company shall appoint or re-appoint any person as its Managing Director,
Whole-time Director or Manager for a term not exceeding five years at a time. No
re-appointment shall be made earlier than one year before the expiry of term. b)
Independent Directors: An Independent Director shall hold office for a term up to five
consecutive years on the Board of the Company and will be eligible for reappointment on
passing of a special resolution by the Company and disclosure of such appointment in the
Board's Report. No Independent Director shall hold office for more than two consecutive
terms, but such Independent Director shall be eligible for appointment after expiry of
three years of ceasing to become an Independent Director, provided that an Independent
Director shall not, during the said period of three years, be appointed in or be
associated with the Company in any other capacity, either directly or indirectly. At the
time of appointment of Independent Director, it should be ensured that number of Boards on
which such person serves is restricted to seven listed companies as an Independent
Director; and in case such person is serving as a Whole-time Director in any listed
company the number of boards on which such person serves as Independent Director is
restricted to three listed companies.
Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules
made thereunder including any amendments made thereon and any other applicable acts, rules
and regulations, the Committee may recommend, to the Board with reasons recorded in
writing, removal of a Director or KMP subject to the provisions and compliance of the said
Act, Rules and Regulations.
Retirement:
The Directors and KMP shall retire as per the applicable provisions of the Companies
Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to
retain the Directors and KMP after attaining the retirement age, for the benefit of the
Company.
Remuneration of Non-Executive Directors: The Non-Executive Directors shall be
entitled to receive remuneration by way of sitting fees as detailed hereunder:
Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the
Board or Committee of the Board attended by him of such sum as may be approved by the
Board of Directors within the overall limits prescribed under the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification or re-enactments thereof from time to time).
Remuneration of Managing Director, CEO and Executive Director: i. The
remuneration/commission to the Managing Director, CEO and Executive Director will be
determined by the Committee and recommended to the Board for approval. ii. The
remuneration, commission and increments to be paid to the Managing Director, CEO and
Executive Director shall be in accordance with the provisions of the Companies Act, 2013
and the rules made there under. iii. At the time of appointment or reappointment, the
Managing Director & CEO and Executive Director shall be paid such remuneration as may
be mutually agreed between the Company (which includes the Nomination & Remuneration
Committee and the Board of Directors) and the Managing Director & CEO and Executive
Director within the overall limits prescribed under the Companies Act, 2013 and rules made
thereunder. iv. The remuneration shall be subject to the approval of the Members of the
Company in General Meeting, as applicable. v. The remuneration of the Managing Director
& CEO and Executive Director is broadly divided into fixed and variable components.
The fixed compensation shall comprise of salary, allowances, perquisites, amenities and
retiral benefits. The variable component shall comprise of performance bonus/ commission.
vi. In determining the remuneration (including the fixed increment and performance
bonus/commission) the Nomination & Remuneration Committee shall consider the
following: a) The relationship of remuneration and performance benchmarks is clear; b)
Balance between fixed and variable pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals; c) Responsibility
required to be shouldered by the Managing Director & CEO and Executive Director and
the industry benchmarks and the current trends; vii. The Company's performance vis-?-vis
the annual budget achievement and individual performance vis-?-vis the KRAs / KPIs.
Remuneration of Key Managerial Personnel and their employees: i. In determining the
remuneration of the KMPs and other employees, the Nomination
& Remuneration Committee shall consider the following: a) The relationship of
remuneration and performance benchmark is clear; b) Balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals; c) The remuneration is divided into two components viz. fixed
component of salaries, perquisites and retirement benefits and variable component of
performance-based incentive; d) The remuneration including annual increment and
performance incentive is decided based on the criticality of the roles and
responsibilities, the Company's performance vis-?-vis the annual budget achievement,
individual's performance
23 vis-?-vis KRAs / KPIs, industry benchmark and current compensation trends in the
market; ii. The Managing Director & CEO will carry out the individual performance
review of the KMPs, based on the standard appraisal matrix and after taking into account
the appraisal score card and other factors mentioned herein above and decide on the annual
increment and performance incentive. The overall policy for such calculations will be
explained to the Nomination & Remuneration Committee for its review and approval. iii.
Such performance reviews will be carried out by the KMPs for other employees and discussed
with the Managing Director & CEO to decide on the annual increments and performance
incentives.
Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent
Director may receive remuneration by way of sitting fees for attending meetings of Board
or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance
Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid
as per the applicable provisions of the Companies Act, 2013 and rules made there under.
II. Audit Committee:
The existing ‘Audit Committee' of the Company consists of three Directors with
Independent Directors forming a majority and the said constitution is in line with the
provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit
Committee acts in accordance with the ‘Terms of Reference' specified by the Board in
writing from time to time. The Composition of the Committee is as under:
Sr. No. |
Name of the Member |
Designation |
| 1 |
Mr. Joseph Pereira |
Chairman |
| 2 |
Mr. Sanjay Jha |
Member |
| 3 |
Mr. Jehangir Ardeshir |
Member |
Terms of Reference of the Audit Committee
The functions of the Audit Committee are broadly as under:
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and terms of appointment of Auditors of
the Company;
3. Approval of payment to Statutory Auditors for any other services rendered by them;
4. Reviewing with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to: a.
Matters required to be included in the Director's Responsibility Statement to be included
in the Board's Report in terms of clause (c) of subsection 3 of Section 134 of the
Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons
for the same; c. Major accounting entries involving estimates based on the exercise of
judgment by management; d. Significant adjustments made in the financial statements
arising out of audit findings; e. Compliance with listing and other legal requirements
relating to financial statements; f. Disclosure of any related party transactions; g.
Qualifications in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission
to the board for approval;
6. Reviewing with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document/ prospectus/
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of
audit process;
8. Approval or any subsequent modification of transactions of the Company with related
parties;
9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or
assets of the Company, wherever it is necessary; 11. Evaluation of internal financial
controls and risk management systems; 12. Reviewing with the management, performance of
statutory and internal auditors, and adequacy of the internal control systems; 13.
Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit; 14. Discussion with internal
auditors of any significant findings and follow up there on; 15. Reviewing the findings of
any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board; 16. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors; 18. To review the functioning of the Whistle Blower mechanism; a. Every listed
company or such class or classes of companies, as may be prescribed, shall establish a
vigil mechanism for directors and employees to report genuine concerns in such manner as
may be prescribed; b. The vigil mechanism under sub-section (9) of Section 177 of the
Companies Act, 2013 read with rules shall provide for adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to
the chairperson of the Audit Committee in appropriate or exceptional cases; 19. Approval
of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate; 20. The Audit Committee shall
mandatorily review the following information: a. Management discussion and analysis of
financial condition and results of operations; b. Management letters/ letters of internal
control weaknesses issued by the statutory auditors; c. Internal audit reports relating to
internal control weaknesses; and d. The appointment, removal and terms of remuneration of
the Chief Internal Auditor shall be subject to review by the Audit Committee; 21. The
Audit Committee shall have powers, which should include the following: a. To investigate
any activity within its terms of reference. The Audit Committee shall have authority to
investigate into any matter in relation to the items specified in sub-section (4) of
Section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and
for this purpose shall have power to obtain professional advice from external sources and
have full access to information contained in the records of the Company; b. To seek
information from any employee; c. To obtain outside legal or other professional advice; d.
To secure attendance of outsiders with relevant expertise, if it considers necessary; 22.
All Related Party Transactions and subsequent modification shall require prior approval of
the Audit Committee. Approval or any subsequent modification of transactions of the
company with related parties; 23. When money is raised through an issue (public issues,
rights issues, preferential issues etc.), the Company shall disclose the uses /
applications of funds by major category (capital expenditure, sales and marketing,
The functions of the Stakeholder's Relationship Committee/Shareholders' Grievance
Committee include the following:
1. Transfer /Transmission of shares;
2. Issue of duplicate share certificates;
3. Review of shares dematerialized and all other related matters;
4. Monitors expeditious redressal of investors' grievances;
5. Non receipt of Annual Report and declared dividend;
6. All other matters related to shares.
Iv. The vigil Mechanism:
Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower Policy
& Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual
or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is
established for directors and employees to report their concerns. The policy provides the
procedure and other details required to be known for the purpose of reporting such
grievances or concerns. The same is uploaded on the website of the Company
(www.walchandpeoplefirst.com).
25
Sr. No. |
Name of the Member |
Designation |
| 1 |
Mr. Jehangir Ardeshir |
Chairman |
| 2 |
Mr. Sanjay Jha |
Member |
| 3 |
Ms. Pallavi Jha |
Member |
working capital, etc.), on a quarterly basis as a part of their quarterly declaration
of financial results to the Audit Committee. Further, on an annual basis, the Company
shall prepare a statement of funds utilized for purposes other than those stated in the
offer document /prospectus / notice and place it before the audit committee. Such
disclosure shall be made only till such time that the full money raised through the issue
has been fully spent. This statement shall be certified by the statutory auditors of the
Company. Furthermore, where the Company has appointed a monitoring agency to monitor the
utilization of proceeds of a public or rights issue, it shall place before the Audit
Committee the monitoring report of such agency, upon receipt, without any delay. The audit
committee shall make appropriate recommendations to the Board to take up steps in this
matter.
III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:
The Committee has the mandate to review, redress shareholders' grievances and to
approve all share transfers/transmissions. The composition of the Stakeholders
Relationship Committee/ Shareholders Grievance Committee as on 31st March, 2023
is as under:
16. QUALIFICATIONS GIvEN BY ThE AUDITORS: There are no qualifications, reservations
or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their
report, however Secretarial Auditors of the Company have made the qualification in their
report that, there was an inadvertent delay in filing the Investor's Complaint under
Regulation 13(3) of the Listing Regulation for the quarter ended on 30th
September 2022 and the Company has duly paid Penalty to BSE Limited as per its directives.
Company Secretary's Response:
The delay in filing the disclosure of Investor Complaint under Regulation 13(4) of the
Listing Regulation for the quarter ended on 30th September 2022 was due to
inadvertent human error . The Company paid the penalty to BSE Limited as per their bill.
17. CONTRACTS OR ARRANGEMENTS WITh RELATED PARTIES:
The Company has entered into transactions with related parties in accordance with the
provisions of the Companies Act, 2013 read with rules and the particulars of contracts or
arrangements with related parties referred to in Section 188(1), as prescribed in Form
AOC-2 of the rules prescribed under Chapter Ix relating to Accounts of Companies under the
Companies Act, 2013, is appended as Annexure – I.
18. ANNUAL EvALUATION BY ThE BOARD OF ITS OWN PERFORMANCE AND ThAT OF ITS COMMITTEES
AND INDIvIDUAL DIRECTORS:
As required under Section 178(2) of the Companies Act, 2013 and under Schedule IV to
the Companies Act, 2013 on code of conduct for Independent directors a Comprehensive
exercise for evaluation of the performances of every individual director, of the Board as
a whole and its Committees and of the Chairperson of the Company has been Carried out by
your Company during the year under review as per the evaluation criteria approved by the
Board and based on the guidelines given in schedule IV to the Companies Act, 2013. For the
purpose of carrying out performance evaluation exercise, three types of Evaluation forms
were devised in which the evaluating director has allotted to the individual Director, the
Board as a whole, its Committees and the Chairperson appropriate rating on the scale of
six. Such evaluation exercise has been carried out: i. of Independent Directors by the
Board; ii. of Non-Independent Directors by all the Independent Directors in separate
meeting held for the purpose on 27th January, 2023; iii. of the Board as a
whole by all the Directors; iv. of the Committees by all the Directors; v. of the
Chairperson of your Company by the Independent Directors in separate meeting after taking
into account the views of the Executive/Non-Executive Directors; vi. of the Board by
itself.
Having regard to the industry, size and nature of business your Company is engaged and
the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate
and is found to be serving the purpose. The Independent Directors of the Company are
evaluated by the Non-Executive Directors and the other Directors of the Board. The
criteria for the evaluation of the Independent Directors are: a. Attendance record; b.
Possesses sufficient skills, experience and level of preparedness which allows the person
to clearly add value to discussions and decisions; c. Able to challenge views of others in
a constructive manner; d. Knowledge acquired with regard to the company's
business/activities; e. Understanding of industry and global trends; f. Any qualitative
comments and suggestions for improving effectiveness.
19. AUDITORS:
M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036) were
appointed at the 100th Annual General Meeting of the Company held on 29th
July, 2020 for a period of 5 years i.e., from Financial Year 2020-21 to 2024-25.
The members are requested to note the eligibility of the Statutory Auditors based on
the Certificate received from them confirming that they do not attract any
disqualification u/s. 141 of the Companies Act, 2013.
20. SECRETARIAL AUDITOR REPORT:
The Company has appointed M/s. Nilesh Shah & Associates, Practising Company
Secretaries as a Secretarial Auditor of the Company, according to the provision of Section
204 of the Companies, Act 2013 and for conducing Secretarial Audit of Company for the
financial year 2022-2023. The Report of the Secretarial Auditor annexed herewith as Annexure
II. The Secretarial Audit Report contain the qualifications, reservation or adverse
remarks as mentioned in Item No. 16 of the Directors' Report.
Furthermore, the Board has during their Meeting held on 29th July, 2020
decided to cease compliance with the Corporate Governance Regulations stipulated under the
SEBI (LODR) Regulations, 2015 and therefore was not required to conduct the Annual
Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pursuant to SEBI Circular No.
CIR/CFD/CMD1/27/2019 dated 08th February, 2019.
21. MATERIAL ChANGES AFFECTING ThE FINANCIAL POSITION OF ThE COMPANY:
No material changes and commitments other than in the normal course of business have
occurred after the close of the year till the date of this Report, which affect the
financial position of the Company.
22. DETAILS OF NEW SUBSIDIARY/ JOINT vENTURES/ ASSOCIATE COMPANIES:
There are no New Subsidiary/ Joint Ventures/ Associate Companies in our Company.
23. DETAILS OF ThE COMPANY WhO CEASED TO BE ITS SUBSIDIARY/ JOINT vENTURES/ ASSOCIATE
COMPANIES:
Sr. No. |
Name of the Company |
Subsidiary/ Joint Venture/Associate Company |
Date of cession of Subsidiary/Joint ventures/Associate |
|
|
|
Company. |
|
N.A. |
N.A. |
N.A. |
24. STATEMENT FOR DEvELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S 134:
As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 the top 100 listed entities need to adopt Risk
Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.
25. DISCLOSURE UNDER ThE SExUAL hARASSMENT OF WOMEN AT WORKPLACE (PREvENTION,
PROhIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to provide safe and conducive environment to its employees
during the year under review. Your Directors further state that during the year under
review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
26. COMPLIANCE WITh ThE APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with applicable secretarial standards during the year 2022-23.
27. EQUITY ShARES WITh DIFFERENTIAL RIGhTS:
The Company has not issued any equity shares with differential voting rights.
28. DISCLOSUREASPERRULE5OFThECOMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures with respect to the remuneration of Directors, KMPs and employees as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
in Annexure III to this Report.
29. DETAILS IN RESPECT OF FRAUDS REPORTED BY ThE AUDITORS UNDER SECTION 143 (12) OF
COMPANIES ACT, 2013:
There are no frauds reported by the Auditor which are required to be disclosed under
Section 143 (12) of Companies Act, 2013.
30. PARTICULARS OF LOANS, GUARANTEES AND INvESTMENT BY ThE COMPANY:
The Company has not made any investments, given any loans and guarantee as per Section
186 of Companies Act, 2013 for the year ended 31st March, 2023.
Further, the Company had not given loan to firm/ companies in which the Directors are
interested under Schedule V - Part C of Corporate Governance Report sub point 10 (m) of
SEBI (Listing Obligation disclosure requirement) Regulation 2015 for the year ended 31st
March 2023.
31. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:
The Details with regards to the payment of Remuneration to the Directors and Key
Managerial Personnel is provided in Form MGT – 7 of the Annual Return. The company
has uploaded the Form MGT-7 on its website in which the details of remuneration is given
and form MGT-7 is available at the following link:
https://www.walchandpeoplefirst.com/wp-content/
uploads/2023/06/Annual-Return-F.Y.-2022-2023.pdf
32. CORPORATE SOCIAL RESPONSIBILITY POLICY:
During the year under review, the Company has not developed the policy on Corporate
Social Responsibility as the Company does not fall under the prescribed classes of
Companies mentioned under Section 135(1) of the Companies Act, 2013.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ThE REGULATORS OR COURTS OR
TRIBUNAL IMPACTING ThE GOING CONCERN STATUS AND ThE COMPANY'S OPERATION IN FUTURE:
No material changes and commitments other than in the normal course of business have
occurred after the close of the year till the date of this Report, which affect the
financial position of the Company.
34. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuanttosub-section(5)ofSection134oftheCompanies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained/ received
from the operating Management, your Directors make the following statement and 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
and loss 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 this Act 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. 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.
35. MAINTENANCE OF COST RECORDS:
The Company is not required to maintain a cost records during the year under review.
36. DETAILS OF INSOLvENCY AND BANKRUPTCY CODE:
During the year under review, no fresh application has been made neither is any
application pending under the Insolvency and Bankruptcy Code.
37. DETAILS REGARDING vALUATION REPORT:
During the year under review, your Company has not entered into any One-Time Settlement
with Bank's or Financial Institutions and therefore, no details of Valuation in this
regard is available.
38. ACKNOWLEDGEMENT:
Your Directors place on record their sincere gratitude for the assistance, guidance and
co-operation the Company has received from all stakeholders. The Board further places on
record its appreciation for the dedicated services rendered by the employees of the
Company.
For and on behalf of the Board
Sd/-
Pallavi Jha Chairperson & Managing Director
DIN: -00068483 Address: 201, Sterling Heritage 39, N.S. Patkar Marg, Gamdevi, Mumbai-
400007 Place: Mumbai Date: 12th May, 2023
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