About
Welspun Living Ltd
Welspun India, a part of USD 2.7 billion flagship- company of Welspun Group, is amongst the largest home textile manufacturers in the world with presence in Bed, Bath & Flooring. It is the largest exporter of home textile products from India. Welspun is supplier to 17 of Top 30 global retailers. It has dominant presence in fifty countries across the world with a distribution network in over 32 countries including USA, Canada, UK and Australia. Welspun India has two world-class, state of the art textile manufacturing facilities at Anjar (Gujarat) and Vapi. The Company is a leading manufacturer of wide range of home textile products, mainly terry towels, bed linen products and rugs.
The company started its operations as a small texturizing unit under the name Welspun Winilon Silk Mills in the district of Palghar in the year January 17th, 1985. Six years down the line in 1991, Welspun Polyester India Limited went public with its initial public offer (IPO) and subsequently became Welspun India Limited. In 1993, Welspun India set up terry towel facility at Vapi, Gujarat.
In 2000, Welspun USA was incorporated as a wholly owned subsidiary of Welspun India Limited. With sales, design and marketing based in NYC, Welspun focused on getting to know the US consumer.
The company has amalgamated Glofame Cotspin Industries Ltd with itself during May 2005. According to the scheme of amalgamation, Welspun India will issue 10 Equity Shares of Rs.10/- each for every 33 Equity Shares of Rs.10/- each held by the shareholders of Glofame Cotspin Industries Ltd. The Scheme became effective from 1st April 2004.
During 2004-05 the company has set up a new plant at Anjar, Gujarat at an investment of Rs.5.75 Billion. This plant was set up for the new product category bed linens with a capacity of 35 million meters per annum. Further the company also undertook a capital expenditure for construction of a commercial building and installation of processing equipments and Diesel Generator Sets at Vapi at a cost of Rs.6002.8 million. The company has also commenced its commercial production of Toweling facility in March 2005, the spinning facility commenced its commercial production in June 2005. The bed sheeting facility has commissioned and scheduled to commence its commercial production at full capacity by September 2005.
The company has increased the installed capacity of Cotton Terry Towels by 12000 MTPA during 2004-05 and with this expansion the total installed capacity of Cotton Terry Towels has increased to 23500 MTPA.
In 2006, Welspun India acquired Christy's of UK, a brand of towels that had the legacy of catering to none other than the British Royal Family itself. Considered one of the world's most sought-after souvenirs, the manufacturing of Wimbledon towels began at Welspun, Vapi in 2006.
On 19 December 2007, Welspun India announced the acquisition of 76% interest in bath rug major Sorema - Tapates e Cortinas de Banho, SA (Sorema) of Portugal at an enterprise value of Rs 60 crore. Set up in 1974 with more than three decades of experience, Sorema is a leading player in bath rugs and shower curtains around the world. Welspun and Sorema additionally signed an agreement for marketing of products exclusively in Spain and Portugal and on best-effort basis in other European countries. With this new relationship, Welspun will have facilities in India, Mexico, Portugal and UK.
In 2007, Welspun India started its strategic bedding sets facility in Mexico for 1.4 million sets.
In 2009, Welspun India Limited demerged its Sales & Marketing and Investment divisions into two separate Companies - Welspun Global Brands Ltd. and Welspun Investments & Commercials Ltd respectively. In 2012, Welspun Global Brands Ltd. became a subsidiary of Welspun India Limited.
On 6 December 2014, Welspun India Limited (WIL) unveiled its new spinning facility at Anjar, Gujarat - the largest under one roof in India. The new facility will be instrumental in doubling spinning capacity to over 3 lakh spindles, thereby fulfilling nearly 70% of the internal yarn requirements. Further, it will pave way for improvements in the company's supply chain with lesser dependency on external sourcing.
In 2016, Welspun India commissioned India's largest spinning facility under one roof.
On 20 August 2016, Welspun India informed stock exchanges of a product specification issue with one client program of the company's subsidiary, Welspun Global Brands Ltd (WGBL). Two days later i.e. on 22 August 2016, in a conference call held with analysts, the company's management clarified that the client concerned is Target Corporation, a major discount retailer in the United States, and that the issue was around the provenance of the fiber in bedsheets supplied by the company. The product in question with Target Corporation specifically represents about $8.5 million in FY 2016, which accounted for about 1% of Welspun's overall sales and about 10% of the company's total business with Target Corporation. On 26 August 2016, Welspun India announced that the company has appointed Ernst & Young LLP to review its supply chain systems and processes.
In 2017, Welspun India forayed into floorings solutions and smart textiles. During the year, the company increased its footprint in Middle East, Japan, Australia and EU.
On 9 February 2017, Welspun India Ltd (WIL) announced that it has entered into a co-operation agreement with Cotton Egypt Association (CEA) to promote and market Egyptian cotton products worldwide. Under the agreement, the two organisations will work together to create programmes for promotion of Egyptian Cotton logo in the retail markets across the globe. WIL will invest a sum of $3 million in a stage wise manner over next few years to support the joint initiatives.
On 18 March 2017, Welspun India Ltd. announced that it has forayed into new technologies in its Technical Textile Business with its state-of-the-art Needle Entangled Advance Textile Plant in Anjar. The Rs 150 crore facility will have unique capabilities of Spun Lace and Needle Punch lines, which can manufacture multilayer composites for various applications.
On 9 January 2018, Welspun India announced that it has incorporated a wholly owned subsidiary viz. Welspun Nexgen Inc., registered with the state of Delaware, USA, having paid-up capital of US$ 4.25 million for making investments in ecommerce companies.
In 2018, Welspun India established industry defining, patented traceability process called Wel-Trak. This revolutionary and industry-defining process ensures that customers and consumers can trace the provenance of the cotton raw materials throughout the supply chain from farm to the retail shelf.
The Board of Directors of Welspun India at its meeting held on 16 May 2018 approved revision in carpet project, undertaken by the company's subsidiary viz. Weispun Flooring Limited, with estimated revised project cost of approximately Rs 1100 crore and shifting of proposed facility from Gujarat to Telangana.
The Board of Directors of Welspun India at its meeting held on 21 September 2018 considered and approved the draft Scheme of Amalgamation of Prasert Multiventure Private Limited (PMPL) with Welspun India Limited (WIL). With a view to streamline the promoter holding in WIL and to eliminate layer of Promoter-shareholder Company, the scheme provides for the merger of PMPL, a promoter company and a shareholder of WIL, into WIL. Upon effectiveness of the Scheme, the existing equity shares held by PMPL in WIL shall be cancelled and WIL shall issue equivalent number of equity shares to the shareholders of PMPL. The promoters would continue to hold the same percentage of shares in WIL, pre and post the amalgamation and there will be no increase in the promoter shareholding of WIL.
In FY 2018, the Company had lent a sum of Rs 400 million to a related party entity viz. Howden Solyvent India Private Limited on terms which were benchmarked with market rates and on an arms' length basis under Section 186 of the Companies Act, 2013 during the year under review.
The shareholders and creditors of the Company have on 08 March 2019 approved the Scheme of Amalgamation, presented under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('the Act') and the rules and regulations made thereunder, of Prasert Multiventure Private Limited (holding company of Welspun India Limited) ('Transferor Company / PMPL') with your Company ('Transferee Company / WIL') and their respective shareholders and creditors ('the Scheme'). The Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench vide its order dated 10 May 2019 sanctioned the Scheme. The Scheme has become effective on 21 May 2019, being the date of filing e-form INC28 with the Ministry of Corporate Affairs. Pursuant to the Scheme becoming effective, all the assets and liabilities of PMPL as on the Appointed Date of 08 October 2018 stood transferred to your Company. The existing equity shares held by PMPL in your Company shall be cancelled and in consideration thereof 679,078,913 fully paid up equity share of Re 1 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion to their holding in the Transferor Company. Further, pursuant to the Scheme, the authorized share capital of the Company stood increased to Rs 155.55 Crore due to combination of the authorized share capital of the Transferor Company. Upon effectiveness of the Scheme, the promoters would continue to hold the same percentage of shares in your Company, pre and post the amalgamation and there will be no increase or decrease in the promoter shareholding.
During the FY2019, the Company's subsidiary in USA promoted TILT Innovations, Inc. with an objective to develop smart home-textile solutions. The Company formed a wholly owned subsidiary viz. Welspun Advanced Materials Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management.
Welspun has been awarded the most innovative company Award for contribution towards Most Innovative Product Offerings at annual Li & Fung global vendor summit 2019.
During the FY2020, Welspun Advanced Materials (India) Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management.
During the year 2019-20, the Company has entered into joint venture with Sense Organics Import & Trading GmbH, Germany ('SOIT') and has acquired 51% of the share capital, at par, of Pure Sense Organics Myanmar Limited ('PSOML'), a Company incorporated under the Myanmar Companies Act 2018 on 24 January 2018, as a part of the Company's sustainable sourcing strategy. The Company has so far invested USD 102,100 in share capital of PSOML with combination of equity and preference shares. PSOML being subsidiary of the Company, it is a related party of the Company. SOIT is not related to the Company.
On 11 March 2020, the World Health Organization characterized the outbreak of the new coronavirus ('COVID-19') as a pandemic. This outbreak of COVID-19 is causing significant disturbance and slowdown of economic activities globally and in India. The operations of the Company were impacted, due to shutdown of plants and offices following lockdown in their respective countries as per directives from the respective Governments. The Company has resumed operations in a phased manner as per directives from the Government of respective countries.
During the FY2020 the total Capex stood at Rs 5.25 billion of which Rs 3.38 billion was for flooring project.
The company has been recognized as one of top 100 companies in India for Sustainability and CSR by ET-Futurescape for 2020.
On 17 September 2020, the Company acquired 48% stake in Welassure Private limited for a total cash consideration of Rs 29 lacs making it an associate of the Company.
The Board has approved capacity expansion plan for the Home Textile business through debottlenecking and rebalancing of facilities at Vapi and Anjar. It will be a capital light, quick turnaround expansion, resulting in increased capacity of Towels by 7%, Bed Linen by 20% and Rugs & Carpets by 80%. The company is expected to spend around Rs 2,250 mn for the expansion over FY 21 & FY 22. The benefits of this expansion will start accruing in phases from as early as Q1 FY22.
During the year 2021, Company have continued adding business from a large list of marquee brands across both Commercial & Hospitality channels.
During the year FY 2020-21, the Company's subsidiary viz. Welspun USA, Inc. (WUSA) acquired 100% share capital of a company called TMG Americas LLP ('TMG') in USA having real-estate residential unit in New York, USA.
During the year FY2021-22, the Company divested its investment in Pure Sense Organic Myanmar Limited (PSOML), a Myanmar based company.
During the year FY2022-23, the Company transferred its entire shareholding in Welspun Innovative Products Limited and Easygo
Textiles Private Limited. In FY23, it launched Dreamtec Sheet, which is a novel innovation designed to enhance the body's natural cooling system; launched Martha Kids, a new line featuring design themes such as travel, world geography, transportation, farming, and camping; introduced washable area rugs, a ground-breaking addition to their product line-up; launched power core cotton
range of products in bedsheets and towels having high durability and quick drying properties; introduced the latest evolution of
HygroCotton.
Welspun Living Ltd
Chairman Speech
Stronger through adversity
My dear fellow shareholders,
I believe being resilient during unprecedented circumstances while
staying committed to the principles of innovation and ESG is a hallmark of sustainable
businesses. In this regard, the strong operating and financial performance delivered by
Welspun India Ltd (WIL) despite all headwinds makes your Company truly sustainable.
Despite historically high levels of commodity prices, logistics disruptions, persistence
of the pandemic, and onset of the Ukraine-Russia conflict, WIL delivered revenue growth of
27%, with the core business of Home Textiles alone crossing the billion- dollar mark.
FMCG of home textiles is now a reality
While the core B2B continued to be strong, it is heartening that the
emerging businesses of Brands, E-commerce, Flooring and Advanced Textiles together grew by
44% during the year and contributed 26% to overall revenues. Our brands have been
witnessing a rapid increase in awareness and acceptance with revenue growth of 40% with a
strong traction in the international and domestic markets. Two of our brands in the
domestic market - SPACES and Welspun have independently gained recognition. Our expanded
retail footprint in 6,642 stores across 482 towns, resulted in the Domestic Retail
business delivering a growth of 66% during the year and recording its highest-ever
revenue. The recently launched Flooring business too registered new milestones, with over
100% growth on the back of considerable investments in the state-of-the-art plant,
expansion into new geographies, and two patent filings. On an overall basis, WIL has 35
patents filed globally, the largest for any Home Textiles player, enabling our unwavering
focus on innovation as a key value driver.
Shaping equitable, inclusive and sustainable growth
At Welspun, we believe in creating shared value and pursuing the path
of inclusive growth, with circularity embedded across our entire value chain. In line with
this objective,
WIL has set benchmarks for the industry through its differentiated
efforts in all areas of Environmental, Social, and Governance (ESG) where several
significant outcomes have already been achieved. This has been reflected in the rating by
Dow Jones Sustainability Index (DJSI), one of the world's foremost sustainability indices,
as part of its corporate sustainability assessment 2021, where the Company secured an ESG
rating of 48 which is 62% higher than the average industry score. Another significant
recognition during
FY22 came from the Government of India, with WIL being ranked 1st under
'Best Industry' category at the National Water Awards by the Union Ministry of Jal Shakti
for its water stewardship. The Company was also recognised with a Jury Special Mention
Award for its STP to recycle and reuse domestic sewage at the Frost & Sullivan and
TERI's Sustainability 4.0 Awards 2021, which honoured companies embedding Sustainability
with Economic Value Creation.
Future ahead
Your Company has been industryleading, driven by its unparalleled
competitive edge that comes from a highly-differentiated business model, investments in
new-age technologies like Blockchain, and unique value proposition to customers. Some of
the macro headwinds do continue to persist and even rise in intensity, inflationary
pressures being a major one. We are seeing inflation, particularly in Western economies,
rise to levels not seen in several years. This is likely to affect business and consumer
sentiment in the medium term. As a business, however, we remain focused on strengthening
our journey as a manufacturer to 'FMCG of home textiles' with increasing contribution from
a set of trusted brands enabled by investments in innovation and technology and the
success we are already seeing in our business-to-consumer (B2C) and direct-to-consumer
(D2C) initiatives globally.
Appreciation
Our progression and accomplishments could not have been possible
without the sustained support and contribution of all our stakeholders. I express my
sincere gratitude to all Welspunites as well as to our customers, shareholders, Board of
Directors, Bankers and all other institutions and individuals who have stood by us through
our journey. I look forward to the future with great optimism.
B. K. Goenka
Chairman
  Â
Welspun Living Ltd
Company History
Welspun India, a part of USD 2.7 billion flagship- company of Welspun Group, is amongst the largest home textile manufacturers in the world with presence in Bed, Bath & Flooring. It is the largest exporter of home textile products from India. Welspun is supplier to 17 of Top 30 global retailers. It has dominant presence in fifty countries across the world with a distribution network in over 32 countries including USA, Canada, UK and Australia. Welspun India has two world-class, state of the art textile manufacturing facilities at Anjar (Gujarat) and Vapi. The Company is a leading manufacturer of wide range of home textile products, mainly terry towels, bed linen products and rugs.
The company started its operations as a small texturizing unit under the name Welspun Winilon Silk Mills in the district of Palghar in the year January 17th, 1985. Six years down the line in 1991, Welspun Polyester India Limited went public with its initial public offer (IPO) and subsequently became Welspun India Limited. In 1993, Welspun India set up terry towel facility at Vapi, Gujarat.
In 2000, Welspun USA was incorporated as a wholly owned subsidiary of Welspun India Limited. With sales, design and marketing based in NYC, Welspun focused on getting to know the US consumer.
The company has amalgamated Glofame Cotspin Industries Ltd with itself during May 2005. According to the scheme of amalgamation, Welspun India will issue 10 Equity Shares of Rs.10/- each for every 33 Equity Shares of Rs.10/- each held by the shareholders of Glofame Cotspin Industries Ltd. The Scheme became effective from 1st April 2004.
During 2004-05 the company has set up a new plant at Anjar, Gujarat at an investment of Rs.5.75 Billion. This plant was set up for the new product category bed linens with a capacity of 35 million meters per annum. Further the company also undertook a capital expenditure for construction of a commercial building and installation of processing equipments and Diesel Generator Sets at Vapi at a cost of Rs.6002.8 million. The company has also commenced its commercial production of Toweling facility in March 2005, the spinning facility commenced its commercial production in June 2005. The bed sheeting facility has commissioned and scheduled to commence its commercial production at full capacity by September 2005.
The company has increased the installed capacity of Cotton Terry Towels by 12000 MTPA during 2004-05 and with this expansion the total installed capacity of Cotton Terry Towels has increased to 23500 MTPA.
In 2006, Welspun India acquired Christy's of UK, a brand of towels that had the legacy of catering to none other than the British Royal Family itself. Considered one of the world's most sought-after souvenirs, the manufacturing of Wimbledon towels began at Welspun, Vapi in 2006.
On 19 December 2007, Welspun India announced the acquisition of 76% interest in bath rug major Sorema - Tapates e Cortinas de Banho, SA (Sorema) of Portugal at an enterprise value of Rs 60 crore. Set up in 1974 with more than three decades of experience, Sorema is a leading player in bath rugs and shower curtains around the world. Welspun and Sorema additionally signed an agreement for marketing of products exclusively in Spain and Portugal and on best-effort basis in other European countries. With this new relationship, Welspun will have facilities in India, Mexico, Portugal and UK.
In 2007, Welspun India started its strategic bedding sets facility in Mexico for 1.4 million sets.
In 2009, Welspun India Limited demerged its Sales & Marketing and Investment divisions into two separate Companies - Welspun Global Brands Ltd. and Welspun Investments & Commercials Ltd respectively. In 2012, Welspun Global Brands Ltd. became a subsidiary of Welspun India Limited.
On 6 December 2014, Welspun India Limited (WIL) unveiled its new spinning facility at Anjar, Gujarat - the largest under one roof in India. The new facility will be instrumental in doubling spinning capacity to over 3 lakh spindles, thereby fulfilling nearly 70% of the internal yarn requirements. Further, it will pave way for improvements in the company's supply chain with lesser dependency on external sourcing.
In 2016, Welspun India commissioned India's largest spinning facility under one roof.
On 20 August 2016, Welspun India informed stock exchanges of a product specification issue with one client program of the company's subsidiary, Welspun Global Brands Ltd (WGBL). Two days later i.e. on 22 August 2016, in a conference call held with analysts, the company's management clarified that the client concerned is Target Corporation, a major discount retailer in the United States, and that the issue was around the provenance of the fiber in bedsheets supplied by the company. The product in question with Target Corporation specifically represents about $8.5 million in FY 2016, which accounted for about 1% of Welspun's overall sales and about 10% of the company's total business with Target Corporation. On 26 August 2016, Welspun India announced that the company has appointed Ernst & Young LLP to review its supply chain systems and processes.
In 2017, Welspun India forayed into floorings solutions and smart textiles. During the year, the company increased its footprint in Middle East, Japan, Australia and EU.
On 9 February 2017, Welspun India Ltd (WIL) announced that it has entered into a co-operation agreement with Cotton Egypt Association (CEA) to promote and market Egyptian cotton products worldwide. Under the agreement, the two organisations will work together to create programmes for promotion of Egyptian Cotton logo in the retail markets across the globe. WIL will invest a sum of $3 million in a stage wise manner over next few years to support the joint initiatives.
On 18 March 2017, Welspun India Ltd. announced that it has forayed into new technologies in its Technical Textile Business with its state-of-the-art Needle Entangled Advance Textile Plant in Anjar. The Rs 150 crore facility will have unique capabilities of Spun Lace and Needle Punch lines, which can manufacture multilayer composites for various applications.
On 9 January 2018, Welspun India announced that it has incorporated a wholly owned subsidiary viz. Welspun Nexgen Inc., registered with the state of Delaware, USA, having paid-up capital of US$ 4.25 million for making investments in ecommerce companies.
In 2018, Welspun India established industry defining, patented traceability process called Wel-Trak. This revolutionary and industry-defining process ensures that customers and consumers can trace the provenance of the cotton raw materials throughout the supply chain from farm to the retail shelf.
The Board of Directors of Welspun India at its meeting held on 16 May 2018 approved revision in carpet project, undertaken by the company's subsidiary viz. Weispun Flooring Limited, with estimated revised project cost of approximately Rs 1100 crore and shifting of proposed facility from Gujarat to Telangana.
The Board of Directors of Welspun India at its meeting held on 21 September 2018 considered and approved the draft Scheme of Amalgamation of Prasert Multiventure Private Limited (PMPL) with Welspun India Limited (WIL). With a view to streamline the promoter holding in WIL and to eliminate layer of Promoter-shareholder Company, the scheme provides for the merger of PMPL, a promoter company and a shareholder of WIL, into WIL. Upon effectiveness of the Scheme, the existing equity shares held by PMPL in WIL shall be cancelled and WIL shall issue equivalent number of equity shares to the shareholders of PMPL. The promoters would continue to hold the same percentage of shares in WIL, pre and post the amalgamation and there will be no increase in the promoter shareholding of WIL.
In FY 2018, the Company had lent a sum of Rs 400 million to a related party entity viz. Howden Solyvent India Private Limited on terms which were benchmarked with market rates and on an arms' length basis under Section 186 of the Companies Act, 2013 during the year under review.
The shareholders and creditors of the Company have on 08 March 2019 approved the Scheme of Amalgamation, presented under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('the Act') and the rules and regulations made thereunder, of Prasert Multiventure Private Limited (holding company of Welspun India Limited) ('Transferor Company / PMPL') with your Company ('Transferee Company / WIL') and their respective shareholders and creditors ('the Scheme'). The Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench vide its order dated 10 May 2019 sanctioned the Scheme. The Scheme has become effective on 21 May 2019, being the date of filing e-form INC28 with the Ministry of Corporate Affairs. Pursuant to the Scheme becoming effective, all the assets and liabilities of PMPL as on the Appointed Date of 08 October 2018 stood transferred to your Company. The existing equity shares held by PMPL in your Company shall be cancelled and in consideration thereof 679,078,913 fully paid up equity share of Re 1 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion to their holding in the Transferor Company. Further, pursuant to the Scheme, the authorized share capital of the Company stood increased to Rs 155.55 Crore due to combination of the authorized share capital of the Transferor Company. Upon effectiveness of the Scheme, the promoters would continue to hold the same percentage of shares in your Company, pre and post the amalgamation and there will be no increase or decrease in the promoter shareholding.
During the FY2019, the Company's subsidiary in USA promoted TILT Innovations, Inc. with an objective to develop smart home-textile solutions. The Company formed a wholly owned subsidiary viz. Welspun Advanced Materials Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management.
Welspun has been awarded the most innovative company Award for contribution towards Most Innovative Product Offerings at annual Li & Fung global vendor summit 2019.
During the FY2020, Welspun Advanced Materials (India) Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management.
During the year 2019-20, the Company has entered into joint venture with Sense Organics Import & Trading GmbH, Germany ('SOIT') and has acquired 51% of the share capital, at par, of Pure Sense Organics Myanmar Limited ('PSOML'), a Company incorporated under the Myanmar Companies Act 2018 on 24 January 2018, as a part of the Company's sustainable sourcing strategy. The Company has so far invested USD 102,100 in share capital of PSOML with combination of equity and preference shares. PSOML being subsidiary of the Company, it is a related party of the Company. SOIT is not related to the Company.
On 11 March 2020, the World Health Organization characterized the outbreak of the new coronavirus ('COVID-19') as a pandemic. This outbreak of COVID-19 is causing significant disturbance and slowdown of economic activities globally and in India. The operations of the Company were impacted, due to shutdown of plants and offices following lockdown in their respective countries as per directives from the respective Governments. The Company has resumed operations in a phased manner as per directives from the Government of respective countries.
During the FY2020 the total Capex stood at Rs 5.25 billion of which Rs 3.38 billion was for flooring project.
The company has been recognized as one of top 100 companies in India for Sustainability and CSR by ET-Futurescape for 2020.
On 17 September 2020, the Company acquired 48% stake in Welassure Private limited for a total cash consideration of Rs 29 lacs making it an associate of the Company.
The Board has approved capacity expansion plan for the Home Textile business through debottlenecking and rebalancing of facilities at Vapi and Anjar. It will be a capital light, quick turnaround expansion, resulting in increased capacity of Towels by 7%, Bed Linen by 20% and Rugs & Carpets by 80%. The company is expected to spend around Rs 2,250 mn for the expansion over FY 21 & FY 22. The benefits of this expansion will start accruing in phases from as early as Q1 FY22.
During the year 2021, Company have continued adding business from a large list of marquee brands across both Commercial & Hospitality channels.
During the year FY 2020-21, the Company's subsidiary viz. Welspun USA, Inc. (WUSA) acquired 100% share capital of a company called TMG Americas LLP ('TMG') in USA having real-estate residential unit in New York, USA.
During the year FY2021-22, the Company divested its investment in Pure Sense Organic Myanmar Limited (PSOML), a Myanmar based company.
During the year FY2022-23, the Company transferred its entire shareholding in Welspun Innovative Products Limited and Easygo
Textiles Private Limited. In FY23, it launched Dreamtec Sheet, which is a novel innovation designed to enhance the body's natural cooling system; launched Martha Kids, a new line featuring design themes such as travel, world geography, transportation, farming, and camping; introduced washable area rugs, a ground-breaking addition to their product line-up; launched power core cotton
range of products in bedsheets and towels having high durability and quick drying properties; introduced the latest evolution of
HygroCotton.
Welspun Living Ltd
Directors Reports
To
The Members,
Welspun India Limited
Your Directors have pleasure in presenting the 38th Annual Report of your
Company along with the Audited Financial Statements for the financial year ended March 31,
2023.
1. Financial highlights:
H in Crore
|
Consolidated |
Standalone |
|
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations (Net) |
8,093.76 |
9,311.47 |
5,654.62 |
6,703.47 |
| Other Income |
121.34 |
65.84 |
140.90 |
86.06 |
| Total Revenue |
8,215.10 |
9,377.31 |
5,795.52 |
6,789.53 |
EBITDA |
873.88 |
1,424.56 |
537.90 |
976.80 |
| EBITDA Margins (%) |
10.64% |
15.19% |
09.28% |
14.38% |
| Finance Cost |
129.88 |
131.25 |
61.15 |
81.33 |
| Depreciation and amortization |
442.14 |
420.47 |
250.32 |
276.09 |
Profit before exceptional items and tax and share of net profit of
Associates |
301.86 |
872.84 |
- |
- |
| Share of net profit of Associates |
0.05 |
0.13 |
- |
- |
Profit before tax |
301.91 |
872.97 |
226.43 |
619.38 |
| Tax Expense |
99.40 |
266.26 |
74.75 |
227.25 |
Profit after taxation |
202.51 |
606.71 |
151.68 |
392.13 |
Earnings per share (Basic & Diluted) |
2.02 |
6.06 |
1.54 |
3.95 |
(Nominal value per share Re. 1) |
|
|
|
|
2. Performance and Outlook:
Your Company's total revenue has seen drop of 13% on consolidated basis and 16% on
standalone basis due to factors such as higher inflation in global market, higher interest
rates, higher inventory with global retailers and increased Commodity prices. Your
Company's EBITDA has slid down by 39% on consolidated level and 45% on standalone basis.
This has resulted in decrease in EBITDA margin of 27% on consolidated basis and 35% on
standalone basis. Profit before Tax has decreased by 65% on consolidated basis and 63% on
standalone basis. Profit After Tax has reduced by 67% on consolidated basis and 61% on
standalone basis.
3. Dividend: i. Dividend Distribution Policy:
The Board of Directors approved Dividend Distribution Policy of the Company, as
required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Regulations 2015"). The Dividend Distribution Policy
provides that the Board will endeavor to achieve distribution of 25% of Profit for a
financial year, on consolidated basis, with equity shareholders. The Policy is attached as
Annexure – 1 to this Report and it is also available on your Company's website and
the web link thereto is as given below. www.welspunindia.com under the tab Investors ->
Policies ii. Dividend for Financial Year 2022-23:
The Board has recommended dividend of Re. 0.10 per equity share for the Financial Year
("FY") 2022-23 amounting to H 9.88 Crore (subject to shareholders' approval and
number of shares which may be tendered in Buyback). The Board has approved Buyback of
1,62,50,000 equity shares constituting 1.64% of total equity shares at H 120 per share.
Outflow on acccount of Buyback is expected to be H 195.00 Crore (excluding tax and other
Buyback related expenses). Combined cash outflow of H 204.8 Crore amounts to 101.13% of
consolidated PAT.
A snapshot of the dividend track record of your Company for previous financial years is
given below.
H in Crore
Financial Year |
Total Dividend (%) |
Cash Outflow |
| 2022-23 |
10% |
9.88 |
| 2021-22 |
15% |
14.82 |
| 2020-21 |
15% |
15.07 |
4. Subsidiaries:
During the year FY2022-23, the Company transferred its entire shareholding in Welspun
Innovative Products Limited and Easygo Textiles Private Limited to related parties for
consideration which was at arm's length.
A report on the performance and financial position of each of the subsidiary companies
of your Company is included in the consolidated financial statement presented in Form
AOC-1 attached as Annexure – 2 to this Report. Your Company's policy on Material
Subsidiary as approved by the Board is hosted on your Company's website and the web link
thereto is as given below. www.welspunindia.com under the tab Investors -> Polices
5. Auditors and Auditors' Report:
Appointments of Statutory Auditor, Cost Auditor, Secretarial Auditor and Internal
Auditor are recommended by the Audit Committee and approved by the Board. Statutory
Auditor and Internal Auditor meet the Audit Committee in absence of any member of the
management twice a year. i. Statutory Auditor:
Members of the Company appointed S R B C & CO LLP as statutory auditors for its 2nd
term of five years commencing from expiry of 37th Annual General Meeting held
on September 12, 2022 and end on conclusion of 42nd Annual General Meeting that
may be held in the year 2027. The Auditors are holding a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors' observation read with Notes to Accounts for FY 2022-23 are
self-explanatory and therefore do not call for any comment. Total fees for all services
paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditor and all entities in the network firm/network entity of which the statutory auditor
is a part during the financial year under Report is H 3.11 Crore. ii. Cost Auditor:
As per Section 148 and other applicable provisions, if any, of the Act read with
Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has
reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your
Company for FY 2023-24 on the recommendations made by the Audit Committee.
Members are requested to ratify their remuneration by passing an ordinary resolution in
the forthcoming Annual General Meeting. As required under the Companies (Accounts) Rules,
2014, the cost accounting records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 are made and maintained by the Company. iii.
Secretarial Auditor:
The Secretarial Audit Report for FY 2022-23 is attached herewith as Annexure - 3 to
this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2022-23 of Welspun
Global Brands Limited and Welspun Captive Power Generation Limited, material unlisted
subsidiaries company are also attached under Annexure – 3.
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed MNB & Co. LLP, Company Secretaries, as the Secretarial Auditor of your
Company for the FY 2023-24.
6. Disclosure of Shares held in suspense account:
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year |
Number of shareholders who approached issuer for transfer of shares
from suspense account during the year |
Number of shareholders to whom shares were transferred from
suspense account during the year |
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year |
Remarks |
No of Holders |
No of Shares |
No of Holders |
No of Shares |
No of Holders |
No of Shares |
No of Holders |
No of Shares |
|
817 |
332,150 |
2 |
770 |
11 |
1930 |
806 |
330,220 |
1930 shares and 11 Records transferred to IEPF on 15.03.2023 |
7. Listing with the Stock Exchanges:
Your Company's equity shares are listed on National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE). Annual listing fees for the FY 2023-24 have been paid to NSE
and BSE. There are no unsecured Commercial Papers outstanding as at March 31, 2023.
8. Finance: i. Credit Rating:
During the year, CARE Ratings Limited (‘CARE') has reaffirmed your Company's long
term credit rating as ‘AA' and short term credit rating as ‘A1+'. India Ratings
& Research, a Fitch Group company, has reaffirmed your Company's long-term issuer
rating as ‘IND AA/Stable' and reaffirmed short-term credit rating as ‘IND A1+'.
ii. Deposits:
Your Company has not accepted any deposit within the meaning of Chapter V of the Act.
Further, no amount on account of principal or interest on deposit was outstanding as at
the end of the financial year under Report.
9. Board of Directors:
During the year, the Board of Directors has made changes in the composition of the
Board of Directors of the Company. Mr. Altaf Jiwani, holding Director Identification
Number 05166241, Chief Operating Officer of the Company has been appointed as Wholetime
Director and Occupier of the Company's manufacturing facilities at Vapi, District Valsad,
Gujarat State and Anjar, District Kutch, Gujarat State with effect from April 01, 2023.
Further the Board has elevated, subject to approval of the members, Mr. Rajesh
Mandawewala, holding Director Identification Number 00007179, as Executive Vice Chairman
and Ms. Dipali Goenka, CEO of the Company, holding Director Identification Number 00007199
as Managing Director & CEO with effect from April 01, 2023.
Your Company's Board comprises mix of executive and non-executive directors with
considerable experience and expertise across a range of fields such as finance, accounts,
marketing, brand building, general management and strategy. Except the independent
directors, all other directors are liable to retire by rotation as per the provisions of
the Act. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who
are husband and wife, there is no relationship between the directors inter-se. The details
of the directors, their meetings held during the year and the extracts of the Nomination
and Remuneration Policy has been given in the Corporate Governance Report, which forms
part of this Report. i. Changes in Directors and Key Managerial Personnel:
During the year, there was no change in Board of Directors and Key Managerial Personnel
except as given below: (i) Resignation of Mr. Arun Todarwal as Independent Director
(holding Director Identification Number 00020916), with effect from July 01, 2022;
(ii) Appointment of Mr. K H Viswanathan (holding Director Identification Number
00391263) as an Independent Director with effect from July 01, 2022; (iii) Appointment of
Mr. Altaf Jiwani (holding Director Identification Number 05166241) as Wholetime Director
with effect from April 01, 2023; (iv) Elevation of Mr. Rajesh Mandawewala, holding
Director Identification Number 00007179, as Executive Vice Chairman with effect from April
01, 2023; and (v) Elevation of Ms. Dipali Goenka, holding Director Identification Number
00007199, as Managing Director & CEO with effect from April 01, 2023.
In accordance with the provisions of Section 152 of the Act and the Articles of
Association of your Company, Mr. Balkrishan Goenka (holding Director Identification Number
DIN 00270175) is retiring by rotation at the forthcoming Annual General Meeting and being
eligible, has been recommended for his re-appointment.
Details about director being appointed or re-appointed are given in the Notice of the
forthcoming Annual General Meeting. ii. Declaration by an Independent Director(s):
Your Company has received declarations from all the independent directors as per the
provisions of Section 149(7) of the Act confirming that they meet the criteria of
independence as prescribed under the provisions of Section 149(6) of the Act and that
there is no change in the circumstances as on the date of this Report which may affect
their respective status as an independent director.
Your Board confirms that in its opinion the independent directors fulfill the
conditions prescribed under the SEBI (LODR), 2015 and they are independent of the
management. All the independent directors on the Board of the Company are registered with
the Indian Institute of Corporate Affairs ("IICA"), Manesar, Gurgaon as notified
by the Central Government under Section 150(1) of the Companies Act, 2013.
Test of independence based on criteria given in SEC (USA) Rule 4200
Key Independence Criteria |
K. H. Viswanathan |
Arvind Singhal |
Pradeep Poddar |
Anisha Motwani |
The director must not have been employed by the Company in an
executive capacity within the last five years. |
v |
v |
v |
v |
| The director must not accept or have a "Family Member who |
|
|
|
|
accepts any payments from the company or any parent or subsidiary of
the company in excess of $60,000 during the current fiscal year", other than those
permitted by SEC Rule 4200 Definitions, including i) payments arising solely from
investments in the Company's securities; or ii) payments under non-discretionary
charitable contribution matching programs. Payments that do not meet these two criteria
are disallowed. |
v |
v |
v |
v |
The director must not be a "Family Member of an individual who
is, or during the past three years was employed by the Company or by any parent or
subsidiary of the Company as an executive officer". |
v |
v |
v |
v |
The director must not be (and must not be affiliated with a company
that is) an adviser or consultant to the Company or a member of the Company's senior
management. |
v |
v |
v |
v |
The director must not be affiliated with a significant customer or
supplier of the Company. |
v |
v |
v |
v |
The director must have no personal services contract(s) with the
Company or a member of the Company's senior management. |
v |
v |
v |
v |
The director must not be affiliated with a not-for-profit entity that
receives significant contributions from the Company. |
v |
v |
v |
v |
The director must not have been a partner or employee of the Company's
outside auditor during the past three years. |
v |
v |
v |
v |
The director must not have any other conflict of interest that the
board itself determines to mean they cannot be considered independent. |
v |
v |
v |
v |
iii. Directors' Evaluation:
Background:
Nomination and Remuneration Committee has laid down the criteria for evaluation of
performance of the Board, its committees and the directors.
In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to,
the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, the
Board of Directors, as per the process recommended by the Nomination and Remuneration
Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The
evaluation process invited graded responses to a structured questionnaire, which was
largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the
evaluation. All the results were satisfactory.
Mode of evaluation:
Board assessment is conducted through a structured questionnaire. Each question
requires response on a scale of 0 to 3 with 3 being the best. The Company has developed an
in-house digital platform to facilitate confidential responses to a structured
questionnaire. All the directors participated in the evaluation process.
Further, meeting of independent directors was conducted to review the performance of
the Board as a whole and that of non-independent directors.
Results:
The evaluation results were discussed at the meeting of Board of Directors, Committees
and the Independent Directors Meeting. The Directors were satisfied with the overall
corporate governance standards, Board performance and effectiveness.
|
Key parameters |
| Board of Directors |
• Board structure and composition |
|
• Board meeting practices (agenda, frequency, duration) |
|
• Functions of the Board (Strategic direction etc.) |
|
• Quantity, quality & timeliness of information |
|
• Board culture and effectiveness |
|
• Functioning of Board Committees |
|
• Director induction and development programs |
| Board Committee |
• Composition, roles & responsibilities and effectiveness of the
committee |
|
• Meeting structure and information flow |
|
• Contributions to Board decisions |
| Independent |
• Independence from company (no conflict of interest) |
| directors |
• Independent views and judgement |
|
• Objective contribution to the Board deliberations |
| Chairperson |
• Promote effective decision-making |
|
• Encourage high quality of constructive debate |
|
• Open-minded and listening to the members |
|
• Effectively dealing with dissent and work constructively towards
consensus |
|
• Shareholders' interest supreme while taking decisions |
| Executive |
• Relevant expertise and commitment |
| Directors |
• Performance vis-?-vis business budget, peers |
|
• Dealing with challenges |
|
• Developing leaders |
Board of Directors |
|
Parameters with high evaluation scores: |
Key focus areas: |
• Well informed decision-making process and considers interest
of all stakeholders. |
• Balancing Board's time between strategic and operational
matters. [Action plan: Additional time with focus on strategic matters is allocated in
Board Calendar.] |
• In-depth understanding about key performance drivers, risks
and opportunities. |
|
• Strong oversight on quality of financial reporting process
& internal financial controls. |
• Induction and continuous training for Directors [Action plan:
Induction toolkit for new directors has been reassessed.] |
• Constructive Board culture. |
|
• Regular monitoring of actions taken on key decisions. |
|
Board Committees |
|
Parameters with high evaluation scores: |
Key focus areas: |
• Size, composition and diversity of each Committee. |
• Further sharpen risk management process. [Action: A robus
framework for Risk Management has been designed. |
• Strong oversight on financial reporting process, internal
financial controls, compliance with related party transaction regulations and reporting to
Board on key control gaps. |
Roles and responsibilities for risk management activities has been
identified at various levels] |
• Performance monitoring of subsidiaries. |
|
• Effective in advising senior executives. |
|
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Welspun Living Ltd
Company Background
| Incorporation Year | 1985 |
| Registered Office | Welspun City,Village Versamedi Taluka Anjar
Kutch,Gujarat-370110 |
| Telephone | 91-2836-661111,Managing Director |
| Fax | 91-2836-279010 |
B K GoenkaDipali Goenka| Company Secretary | Shashikant Thorat |
| Auditor | S R B C & Co LLP |
| Face Value | 1 |
| Market Lot | 1 |
| Listing | BSE,MSEI ,NSE, |
| Registrar | Link Intime India Pvt Ltd
C-101 247 Park,L B S Marg,Vikhroli West,Mumbai-400083 |
Welspun Living Ltd
Company Management
| Director Name | Director Designation | Year |
|---|
| B K Goenka | Chairman (Non-Executive) | 2023 |
| R R Mandawewala | Executive Vice Chairman | 2023 |
| Shashikant Thorat | Company Sec. & Compli. Officer | 2023 |
| Dipali Goenka | Managing Director & CEO | 2023 |
| Arvind Kumar Singhal | Non-Exec. & Independent Dir. | 2023 |
| Pradeep Poddar | Non-Exec. & Independent Dir. | 2023 |
| Anisha Motwani | Non-Exec. & Independent Dir. | 2023 |
| K H Viswanathan | Lead Independent Director | 2023 |
| Altaf Jiwani | Whole Time Director & COO | 2023 |
Welspun Living Ltd
Listing Information
| Listing Information |
|---|
| BSE_500 |
| CNX500 |
| BSESMALLCA |
| CNXSMALLCA |
| BSEALLCAP |
| GOODSSERVI |
| SML250 |
| MSL400 |
| NFTYMSC400 |
| NFTYSC250 |
| NF500M5025 |
| NFTYTOTMKT |
Welspun Living Ltd
Finished Product
| Product Name | Unit | Installed
Capacity | Production
Quantity | Sales
Quantity | Sales
Value |
|---|
| Sale of Products | NA | 0 | 0 | 0 | 6057.51 |
| Sale of Products - Traded Good | NA | 0 | 0 | 0 | 374.635 |
| VAT/SGST | NA | 0 | 0 | 0 | 215.301 |
| Sale of Scrap | NA | 0 | 0 | 0 | 59.341 |
| Export Benefits | NA | 0 | 0 | 0 | 0 |
| Government Grant | NA | 0 | 0 | 0 | 0 |
| Job Work & Processing Charges | NA | 0 | 0 | 0 | 0 |
| Bathrobes | NA | 0 | 0 | 0 | 0 |
| Decorative Bedding | Mtr | 0 | 0 | 0 | 0 |
| Other Operating Income | NA | 0 | 0 | 0 | 0 |
| Others | NA | 0 | 0 | 0 | 0 |
| Adjustment | NA | 0 | 0 | 0 | 0 |
| Cotton- Trading | MT | 0 | 0 | 0 | 0 |
| Cotton Yarn | MT | 0 | 0 | 0 | 0 |
| Cotton Yarn-Traded | MT | 0 | 0 | 0 | 0 |
| Grey Fabric | Mtr | 0 | 0 | 0 | 0 |
| Spunless Non Woven - Advanced | NA | 0 | 0 | 0 | 0 |
| Rugs | MT | 0 | 0 | 0 | 0 |
| Bed Linen Products | Mtr | 0 | 0 | 0 | 0 |
| Bed linen Products | Pcs | 0 | 0 | 0 | 0 |
| Bed linen-Traded | Pcs | 0 | 0 | 0 | 0 |
| Bed Sheets | Mtr | 0 | 0 | 0 | 0 |
| Terry Towels | MT | 0 | 0 | 0 | 0 |
| Terry Towels-Traded | NA | 0 | 0 | 0 | 0 |
| Others -Traded | NA | 0 | 0 | 0 | 0 |
| Rebate/Drawback of Taxes& Duty | NA | 0 | 0 | 0 | -3.319 |