To,
The Members
Walchand PeopleFirst Limited
The Directors are pleased to present the 104th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2024. The State of the Company's Affairs
1. KEY FINANCIAL HIGHLIGHTS:
During the year under review, the Company has reported a total income of INR 2960.10 Lakhs out of which non-operating income amounts to INR 344.55 Lakhs. Income from operations is INR 2615.55 lakhs which has increased by INR 595.44 Lakhs i.e., by 29% 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. 339.02 Lakhs during the year as compared to Rs. 355.69 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, 2024.
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:
*Expenses are grossed up.
6. MANAGEMENT DISCUSSION AND ANALYSIS: MANAGEMENT DISCUSSION AND ANALYSIS FOR FY 2023-24 Economic Trends:
The global economic outlook for 2024 is shaped by a combination of continuing post-Covid pandemic recovery efforts, geopolitical tensions (the Russia-Ukraine war and the ongoing conflict in the Middle East), technological advancements like Generative AI, and shifts in consumer behaviour. While the exact trajectory varies by region, several overarching trends can be identified. The worldwide growth is expected at 3.1% according to the IMF, which talks of the 3D Reset: Decarbonization, Demographics and Deglobalization, which are shaping the global economy.
In advanced economies such as the United States, Europe, and even Japan, GDP growth continues to rebound strongly in 2024 as the post-Covid recovery has resulted in greater confidence because of the absence of restrictions, but the international conflicts have acted as a dampener, particularly given the uncertainty on commodity prices. Central banks in these regions are likely to begin tapering their monetary stimulus measures and gradually raise interest rates to curb inflationary pressures. However, the pace and timing of these policy adjustments will depend on various factors, such as government spending imperatives in a big election year in several countries, including USA, Britain, India, Indonesia etc.
Geopolitical tensions and trade disputes remain key sources of uncertainty for the global economy. Ongoing conflicts, such as the tensions between the United States and China, slow-burn Brexit negotiations, and regional conflicts in the Middle East and Eastern Europe, have the potential to disrupt supply chains, dampen investor confidence, and undermine economic growth. Moreover, rising protectionism and nationalist policies in some countries could further exacerbate these tensions and hinder international cooperation on trade and investment. Technological innovation continues to drive economic transformation and reshape industries across the globe. The rapid adoption of digital technologies, automation, and artificial intelligence is revolutionizing production processes, enhancing productivity, and creating new opportunities for businesses and consumers alike. However, these technological advancements also pose challenges, including job displacement, widening income inequality, and concerns about data privacy and cybersecurity.
In short, the global economic outlook for 2024 is characterized by a complex mix of challenges. While the overall trajectory is one of gradual improvement, uncertainties remain, and risks abound.
Opportunities and Challenges:
The forecast for the Indian economy for 2024 presents a mixed picture, influenced by a combination of domestic factors and global dynamics.
India, one of the world's largest emerging economies, is expected to continue its steep recovery from the COVID-19 pandemic, albeit at a somewhat uneven pace. After experiencing a significant contraction in GDP in 2020-21 due to pandemic-induced lockdowns, the economy rebounded in 2021-22 and 2022-23, and is poised for a 7.6 % annual GDP growth in the current fiscal year, supported by robust government stimulus measures, modest agricultural performance, infrastructural investments, digital public infrastructure, and overall stability in fiscal management.
In 2024, India is expected to build on this momentum, with GDP growth likely to accelerate further, driven by increaseddomesticconsumption,investment,andexports. The government's continued focus on infrastructure development and various initiatives like the PLI scheme is likely to spur investment. However, India is seeing jobless growth and large urban unemployment, and rise in MNREGA pay-outs, which signal a worrying imbalanced development. Also the K-shaped recovery has posed challenges in income inequality.
Persistent inflationary pressures, fuelled by rising energy and commodity prices, could weigh on consumer spending and business confidence. The Indian government faces the dual challenge of supporting economic growth while also addressing long-standing structural issues such as high unemployment, agrarian distress, and financial sector reforms.
On the external front, India remains committed to pursuing trade liberalization and strengthening economic ties with key partners, uncertainties surrounding global trade policies and geopolitical dynamics could pose challenges to export-oriented sectors. India's merchandize exports fell for the first time in 4 years in 2023-24. Environmental sustainability is another area of focus for India's economic forecast. The country faces significant environmental challenges, including air and water pollution, deforestation, and climate change impacts. Efforts to promote renewable energy, improve energy efficiency, and enhance environmental regulations are essential for mitigating these risks and promoting sustainable economic development.
In conclusion, the forecast for the Indian economy points to a continuation of the recovery momentum, supported by domestic policies and reforms and favourable global conditions. However, challenges such as inflationary pressures, regulatory overreach, and delayed structural reforms need to be addressed to ensure sustained and inclusive growth in the years ahead.
Looking closer at our industry, the India soft skills training market reached a value of USD 510 and has grown at a CAGR of 11.3% during 2017-22, according to the report by IMARC. CAGR of 12.8% is being forecasted between 2023-28. The importance of people in organizations cannot be overstated. As businesses adapt to rapid technological advancements, evolving market dynamics, and changing consumer preferences, the role of skilled and knowledgeable employees becomes increasingly critical. A well-trained workforce is essential for organizations to stay competitive, innovate, and drive growth in an ever-changing business environment. Further skill development initiatives of the government create an inducive environment for skills training. However, economic challenges and geographic disparities are major market challenges hamper the ability to serve the larger workforce. CSR initiatives by the corporate sector help to mitigate this gap to some extent. As such our services in soft skills through Dale Carnegie and in employability through Walchand Plus have a potential for sustained growth.
Outlook, Risks and Control
Several key business sectors in India hold significant growth potential due to various factors such as demographictrends,governmentinitiatives,technological advancements, and evolving consumer preferences.
Information Technology (IT) and the Global Capability Centres (GCC): While India's IT sector has seen slower growth recently, it is fuelled by a large pool of skilled professionals, cost competitiveness, and a conducive regulatory environment. With the increasing adoption of digital technologies worldwide, including cloud computing, artificial intelligence, and cybersecurity, Indian IT firms are well-positioned to capitalize on these opportunities and continue their expansion globally. The GCC's are in a rapid growth phase and hold a strong opportunity.
Healthcare and Pharmaceuticals: India's healthcare and pharmaceutical industry is poised for robust growth driven by factors such as rising healthcare awareness, increasing demand for quality healthcare services, and government initiatives to improve healthcare infrastructure. The country is also a major supplier of generic drugs globally, with opportunities for further expansion in both domestic and international markets. Renewable Energy: As the world moves towards a greener and more sustainable future, India's renewable energy sector presents significant growth opportunities. The government's ambitious targets for renewable energy capacity expansion, coupled with favourable policies and incentives, are attracting investments in solar, wind, and hydroelectric power projects. Additionally, the emphasis on energy transition and environmental sustainability further augments the growth potential of this sector. E-commerce and Digital Services -: India's e-commerce market is experiencing rapid growth fuelled by increasing internet penetration, smartphone adoption, and shifting consumer preferences towards online shopping. The proliferation of digital payment solutions and logistics infrastructure improvements are further driving the growth of e-commerce companies. Additionally, digital services such as online education, digital entertainment, and telemedicine are witnessing heightened demand, presenting opportunities for innovation and expansion. Banking, Finance and Insurance sector has traditionally been one of the largest spenders on Training. The traditional BFSI companies organisations now also need to contend with non-traditional competitors, including Google, Amazon, etc. and several innovative self-serve fintech companies thus bolstering market growth. Overall, these key sectors demonstrate considerable growth potential in India, driven by a combination of domestic demand, government support, technological advancements, and evolving market dynamics. Businesses operating in these sectors stand to benefit from India's growing economy and expanding consumer base.
As a training organization, we see huge opportunities in the above segments, as they need top quality talent, leadership, managers as well as customer orientation. Our service offerings are well suited to meet their requirements.
Cautionary Statement
We expect Indian companies to face a range of global and domestic risk factors that could impact their operations and growth prospects. Globally, factors such as escalating geopolitical tensions, trade disputes, and economic slowdowns in key trading partners pose risks to export-oriented industries. Additionally, uncertainties surrounding global supply chains and commodity price volatility could affect input costs and profitability. Domestically, challenges such as policy uncertainty, regulatory changes, and bureaucratic hurdles can hinder business expansion and investment. Moreover, inflationary pressures, currency fluctuations, and interest rate movements may impact consumer spending patterns and borrowing costs. Political instability on account of the general elections, social unrest, and environmental risks further add to the complexity of the operating environment for Indian companies, necessitating robust risk management strategies to navigate these uncertainties effectively. A slower GDP growth can exacerbate unemployment, lead to reduced human capital sending and make companies defer expenses.
Internal Control Systems
Companies in India face a myriad of regulatory and technological challenges. On the regulatory front, navigating a complex and evolving regulatory environment poses significant hurdles. Changes in tax policies, labour laws, environmental regulations, and compliance requirements demand constant adaptation and investment in legal and regulatory expertise. In tandem, rapid technological advancements present both opportunities and challenges for companies. Embracing digital transformation is imperative to stay competitive, yet it requires substantial investments in infrastructure, cybersecurity, and talent development. Moreover, the pace of technological change often outstrips regulatory frameworks, leading to uncertainties around data privacy, cybersecurity, and intellectual property rights.
Your company is constantly monitoring and improving our internal control systems to ensure compliance and security.
Financial Performance
Total income achieved during the year under review of 2023-24 is 22% higher at INR 2,960.10 lakhs as against INR 2,423.95 lakhs in the previous year. Income from business operations of the Company has been INR 2,615.55 lakhs as against INR 2,020.11 lakhs in the previous year, showing an increase of 29%, mostly on account of new customers, increase in average deal size, market penetration and customer retention. Owing to increased income from business operations and good working capital management, the EBIDTA on business operations has increased to 7 % from 4 % in the previous year. The Company has achieved total EBITDA of 17% on total Income as compared to 19% last year which included a one time gain on sale of property.
After providing for current tax of INR 96.51 lakhs, deferred tax income of INR 15.39 lakhs and Other Comprehensive expense of INR 2.60 lakhs, the net profit of the Company is INR 339.02 lakhs as against the net profit of INR 355.69 lakhs in the previous year, showing a reduction of a marginal amount Rs. 16.67 lakhs. We have a resultant total PAT of 12% on total income as compared to 15% last year. The higher PAT in the last year can be attributed to a one-off higher Other Income as explained above.
Human Resources
People are the heart of a training organization, as they are responsible for designing, delivering, and facilitating training programs that empower individuals with the skills and knowledge needed to excel in their roles. Effective trainers possess not only subject matter expertise but also the ability to engage learners, foster collaboration, and facilitate continuous learning and development. In our organization, we possess some of the best trainers in the country.
Furthermore, in an era marked by remote work and digital collaboration, the human element becomes even more crucial in building connections, fostering a sense of belonging, and supporting employee well-being. Investing in the recruitment, development, and retention of talented trainers and support staff is paramount us to fulfil our mission of equipping individuals and businesses with the skills and competencies needed to succeed in 2024 and beyond. We are committed to doing the same.
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 2023-24 as per Section 131 of the Companies Act, 2013.
8. ANNUAL RETURN:
Annual Return pursuant to Section 92 (3) of the Companies Act, 2013, read with Section 134(3) (a) and rule 12(1) of the Company (Management & Administration) Rules, 2014 for the Financial Year ended 31st March 2024 is available on the Company's website and is available at the following link: https://www.walchandpeoplefirst.com/wp-content/ uploads/2024/06/Form_MGT_7-FY-23-24.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:
12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the year under the review the Company has re-appointed Independent Directors as follows:
Date of Re-
Mr. Sanjay Jha retires by Rotation and being eligible, offers herself for re-appointment in the ensuing Annual General meeting.
Except as mentioned above there has been no change in the Directors and Key Managerial Personnel in a year under review.
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:
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 and 24th July 2023; 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:
Name of the 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 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 re-constituted committee on Board Meeting held on 05th February, 2019 and subsequently re-constituted 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 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:
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 sub-section 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, 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, 2024 is as under:
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).
16. QUALIFICATIONS GIVEN BY THE AUDITORS: There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Secretarial Auditors of the Company.
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 25th January, 2024; 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 2023-2024. The Report of the Secretarial Auditor annexed herewith as Annexure II.
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:
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 2023-24.
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, 2024.
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 2024.
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: _______________________________________
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:
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.