Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Welspun Corp Directors Report, Welspun Corp Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > STEEL - TUBES & PIPES > DIRECTORS REPORT - Welspun Corp

Welspun Corp

BSE: 532144|NSE: WELCORP|ISIN: INE191B01025|SECTOR: Steel - Tubes & Pipes
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Dec 06, 15:52
132.80
-2.55 (-1.88%)
VOLUME 19,010
LIVE
NSE
Dec 06, 15:57
133.05
-2.25 (-1.66%)
VOLUME 211,009
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '18    Mar 17

Directors’ Report

To,

The Members,

Welspun Corp Limited

The directors have pleasure in presenting the 23rd Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2018.

1. Financial Results

(Rs, in million)

Particulars

Standalone

Consolidated

For the year ended

For the year ended

31.03.2018 |

31.03.2017

31.03.2018

31.03.2017

Total income

53,901.15

46,956.24

77,185.34

62,600.65

Profit before finance cost, depreciation & tax

5,791.38

7,153.37

8,147.45

7,370.14

Less : Finance costs

1,457.56

2,073.04

1,853.28

2,357.14

Profit before depreciation & tax

4,333.82

5,080.33

6,294.17

5,013.00

Less: Depreciation/Amortization

2,375.30

2,442.45

3,793.05

3,860.80

Add: Share of net loss of joint ventures accounted for using the equity method

-

-

(859.14)

(793.01)

Profit/(loss) before tax Less : Provision for tax

1,958.52

2,637.88

1,641.98

359.19

Current Tax

1,063.00

418.10

1,050.14

472.21

Deferred Tax

(362.66)

473.77

(938.25)

(214.17)

Profit/(Loss) after taxes before Non-controlling interests

1,258.18

1,746.01

1,530.09

101.15

Less :Non-controlling interests

-

-

(52.94)

(163.10)

Profit/(loss) after tax for the year (after Non-controlling interests)

1,258.18

1,746.01

1,583.03

264.25

Add : balance brought forward from previous year

7,127.14

6,237.88

16,820.00

17,413.04

Re-measurements of post-employment benefit (net of tax)

(10.95)

(21.81)

(10.96)

(22.35)

Dividend on equity shares

(132.61)

(132.61)

(132.61)

(132.61)

Tax on dividend

(27.00)

(27.00)

(27.00)

(27.00)

Premium on redemption of NCI''s share

-

-

(895.65)

-

Transfer to Debenture Redemption Reserve

1,137.26

(500.73)

1,137.26

(500.73)

Transfer to General reserve

(125.90)

(174.60)

(125.90)

(174.60)

Balance carried forward to the next year

9,226.12

7,127.14

18,348.17

16,820.00

2. Performance Highlights

Production highlights for the year under Report are as under:

(in MT)

Product

Standalone

Consolidated

FY 2017-18 FY 2016-17

FY 2017-18 |

FY 2016-17

Pipes

737,711 682,090

951,516

854,157

H. R. Plates & Coils

468,682 232,608

468,682

232,608

3. Reserves, Dividend & Dividend Policy.

The Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2018 i.e. ''. 0.50 per equity share of '' 5/- each fully paid-up out of the net profits. In respect of the dividend declared for the previous financial years, '' 0.296 million remained unclaimed as on March 31, 2018.

The Board proposes to transfer Rs, 125.90 million to General Reserves and Rs, 1,137.26 million from Debenture Redemption Reserve to Retained earnings.

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as Annexure - 1 and is also available on your Company’s website at:

http://www.welspuncorp.com/system/downloads/

attachments/000/000/338/original/Dividend_

Distribution_Policy_08.05.2017.pdf?1494308856

4. Internal Controls

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company’s operation.

5. Subsidiary/Joint Ventures/Associate Companies and their performance

A report on the performance and financial position of each of the subsidiaries and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure - 2.

6. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

7. Auditors

i) Statutory Auditors:

Your Company’s Auditors M/s. Price Waterhouse Chartered Accountants LLP, who have been appointed up to the conclusion of the 24th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their reappointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), are proposed to be appointed as the Cost Auditors under Section 148 of the Companies Act, 2013. The members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015.

iii) Secretarial Auditors:

The Board of Directors has re-appointed M/s. M Siroya and Company, Practicing Company Secretary, as the Secretarial Auditor of your Company for the financial year 2018-19.

8. Auditors’ Report

(a) Statutory Auditors’ Report:

The Auditors’ observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

No frauds or instances of mismanagement were reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013.

(b) Cost Audit Report :

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for the year 2016-17 was e-filed on August 10, 2017. The Cost Audit for the financial year 2017-18 is in progress and the report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report :

Secretarial Audit Report given by M/s. M Siroya and Company, Company Secretaries is annexed with the Report as Annexure 3.

9. Share Capital & Listing

A) The Company does not have any equity shares with differential rights and hence disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required. The Company has not issued any sweat equity and stock options hence no disclosure is required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

B) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Outstanding Balance in the suspense account lying at the beginning of the year

Number of shareholders who approached issuer for transfer of shares from suspense account during the year

Transferred/Credited during the year

Balance

outstanding

No of shareholders

No of Shares

No of shareholders

No of Shares

No of shareholders

No of Shares

No of No of shareholders Shares

207

52,010

3

980

162*

36,820*

45

15,190

*Out of 162 number of shareholders, 159 shareholders comprising of 35,840 unclaimed shares have been transferred to IEPF, with filing of Form IEPF-4 on November 30, 2017.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

C) Listing with the stock exchanges

The Company’s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures are listed on the BSE Limited.

Annual listing fees for the year 2017-18 have been paid to BSE and NSE.

10. Extract of the Annual Return

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure - 4

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo. Conservation of energy:

Initiatives taken for conservation of energy, its impact are as under

Sr.

No.

Description of Energy Efficiency Improvement Measure

Energy Savings [kWh/Annum]

Savings ['' In million/Annum]

At Plate & Coil Mill, Anjar

1

Pipe line modification to change route of Mill Roll Cooling pump

2,010,790

14.88

2

Impeller trimming in Roller Table Cooling pump.

950,705

7.04

3

Impeller trimming in Indirect Cooling Water pump.

206,277

1.53

4

Reshuffling of pumps and pressure reduction during non-production days for ICW system

147,455

1.09

5

Making Cooling Tower Fans’ operation in auto based on temperature.

376,269

2.78

6

Optimization in Down Coiler Hydraulic “E” System with changing in Wrapper Roll Sequence.

37,083

0.27

At Pipe Mill, Anjar

7

Replacement of Conventional Lighting Fixtures [total 111 nos] with LED Fixtures in Pipes & PCMD.

39,197

0.29

8

Reducing running hours [1 hour/day] of lights in Admin Canteen.

4,200

0.03

Sr. Description of Energy Efficiency Improvement Measure No.

Energy Savings [kWh/Annum]

Savings ['' In million/Annum]

9

Reducing running hours [1 hour/day] of Air Conditioners in Admin Block.

24,207

0.18

10

Interlocking unloading valve of entry power pack 37kW with all operations [will get automatically OFF if no operation] in ERW 6”.

14,516

0.11

11

Making Cooling tower fan motor ON-OFF as per set water temperature in LSAW.

10,752

0.08

12

Making Forming Press Exit power pack Trolley TT-1 OFF in auto in idle condition in LSAW.

12,406

0.09

13

Forming Press Hydraulic power pack motor made off during idle time (switched OFF after 30 min. if no operation) in LSAW.

43,615

0.32

14

VFD installations in Hydro Tester pump in SP-2.

45,481

0.34

At Dahej Plant

15

Installation of 26 Nos 70 W LED fixtures at “Street Lights” in place of 150 W HPSV Fixtures.

8,364

0.05

16

Installation of 55 Nos 165 W LED fixtures at “LSAW Shed Lights” in place of 400 W HPSV Fixtures.

9,151

0.06

17

Forming Washing Exit Conveyor Group-1 & Group 2 Tack Welding Entry Conveyor Group-1 and Group-2

7,114

0.05

Total

3,947,583

29.16

01. Technology absorption :

a. Adoption of Intermediate Seam UT at LSAW pipe mill for instant feedback to welding engineers.

b. Adoption of SAP based BIBO system for paper-less business review.

c. Adoption of de-magnetizer system to reduce residual magnetism for filed weld joints.

02. Research & Development

A. Specific areas in which R&D is carried out by the Company.

Anjar Pipe Mill:

- Establishment of welding consumables to obtain higher all-weld elongation to meet the strain capacity in weld metal.

- Development of API 5L X65MS large diameter HSAW pipes for onshore sour service applications.

- Development of API 5L X65MS LSAW pipes for onshore high pressure severe-sour service applications.

- Development of API 5L X80M/CSA 550 grade large diameter heavy wall LSAW pipes for onshore sweet service applications.

- Development of hot induction bends without offline heat treatments with uniform properties along the length using Thermo-Mechanically Controlled hot rolled steels.

- Development of very low diameter/thickness ratio L450 SAWL pipes for offshore sweet service applications.

- Development of domestic steel mill for supply of API 5L X70M hot rolled coils.

- Development of low carbon-manganese and high niobium hot rolled plates for the production of LSAW pipes used for strong onshore and offshore sour service applications.

B. Benefits derived as a result of the above R&D.

Anjar Pipe Mill:

- Improvement in the weld integrity of pipelines subjected to the adverse conditions during laying and operation.

- Ability to cater large diameters HSAW pipelines for the economic reasons and non-availability of wider plates.

- Ability to cater stringent requirements of pipelines for transportation of gas from severe corrosive fields.

- Higher strength-to-weight ratio to facilitate field laying at mountains and lower project cost.

- Low cost and eco-friendly hot induction bends from Thermo-Mechanically Con-

trolled hot rolled steel plates without heat treatments.

- Ability to cater collapse resistant pipelines for transportation of gas from deep sea fields.

- Availability of higher grade hot rolled coils for the country’s economic growth and implementation of Make-in-India.

- Ability to cater LSAW pipelines as a substitute for expansive alloyed steel pipes.

C. Future plan of action

Anjar Pipe Mill:

- Development of higher strength-to-weight ratio hot induction bends using TMCP steel for API X80M onshore sweet service gas pipelines.

- Development of heavy wall deep offshore severe sour low hardness L415M PSL2 grade SAWL pipes.

- Development of heavy wall low diame-ter-to-thickness ratio L450 SFDUP SAWL pipes deep offshore severe sour service applications.

- Development of API 5L X70M PSL2 strain-based design pipes for pipelines to be laid in high seismic zones.

- Use of new wire and flux for pipelines requiring low temperature toughness and very low hardness.

- Development of clad/CRA lined pipes for special sour service applications.

Anjar Plate and Coil Mill:

- Development of API 5L X70M plates for SAWL pipes used for onshore sweet service applications.

- Development of clad plates for clad/CRA lined pipes for special sour service applications.

03. Expenditure on R&D

Capital : Nil

Recurring : '' 12.67 million Total : '' 12.67 million

Total R&D expenditure as a percentage of revenue from operations : 0.03%

Total Foreign exchange:

Used - Rs, 25,890.09 million,

Earned- Rs, 7,894.55 million

12. Corporate Social Responsibility (CSR)

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure 5.

13. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

Since the last report, following changes took place in the Board of Directors and Key Managerial Personnel:-

- Mr. Braja Mishra resigned with effect from June 7, 2017.

- Mr. Lalitkumar Naik was appointed as the Managing Director & Chief Executive Officer with effect from January 1, 2017. He resigned with effect from December 1, 2017.

- Mr. Vipul Mathur appointed as the Managing Director & Chief Executive Officer with effect from December 1, 2017.

- Mr. S. Krishnan, Chief Financial Officer of the Company elevated as the Executive Director and Chief Financial Officer & Chief Executive Officer (Plate and Coil Mill Division) with effect from December 1, 2017.

Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice from a member proposing Mr. Vipul Mathur and Mr.

S. Krishnan for appointment as directors of the Company. Accordingly, a resolution proposing their appointment has been included in the notice convening the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka and Mr. Rajesh Mandawewala are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for reappointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

B) Independent Directors

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this Report which may affect their status as an independent director.

Your Board confirms that in their opinion the independent directors fulfill the conditions specified in SEBI (LODR) and they are independent of the management.

C) Formal Annual Evaluation

Like previous financial year, this year also, the Company followed the evaluation process with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board etc. The evaluation process sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest;

integrity of the Director; active participation and contribution during discussions. For the financial year 2017-18, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

D) Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship, Share Transfer and Investor Grievance Committee and meetings of those committees held during the year under Report is given in the Corporate Governance Report annexed to the Annual Report as Annexure 7.

14. Particulars of outstanding loans, guarantees and investments under Section 186 are as under:

(Rs, in million)

Name of the Entity / beneficiary

Investment

Corporate

Guarantee

Loans

Welspun Pipes Inc.

0.44

6,517.50

-

Welspun Tradings Limited

50.22

7,060.01

-

Welspun Captive Power Generation Limited*

345.42

-

-

Welspun Mauritius Holdings Limited*

1,827.07

-

-

Welspun Wasco Coatings Private Limited

147.55

108.49

354.11

Standard Chartered Bank ADR

18.04

-

-

Bonds

1,754.20

-

-

Welspun Middle East Pipes Company LLC

-

2,494.58

-

Welspun Middle East Pipe Coating Company LLC

-

361.18

-

* Investment carried at fair value through profit and loss.

The corporate guarantees were given to secure credit facilities availed by the subsidiaries of your Company, guarantee export obligations of the subsidiaries to the custom authorities and to guarantee performance of the subsidiaries of the Company.

15. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the year under Report were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large.

The Company’s policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Save and except as disclosed in the financial statements none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 6 to this Report.

16. Managerial Remuneration

a. Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Director’s name

for the period

Ratio with reference to median remuneration of the employees

Mr. Lalitkumar Naik

01.04.2017 to 30.11.2017

150

Mr. Vipul Mathur

01.12.2017 to 31.03.2018

145

Mr. S. Krishnan

01.12.2017 to 31.03.2018

103

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Managing Director & CEO: 13.2%. CFO :

11.49%, CS : 4.65%.

(iii) The percentage increase in the median remuneration of employees in the financial year: 8.08%.

(iv) The number of permanent employees on the rolls of the Company: 2,691.

(v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year : The market cap of the Company increased from '' 21,907.68 million

to '' 35,779.00 million. The P/ E ratio changed from 12.55 times to 28.46 times. The share price increased by 844.30% in comparison to the rate at which the Company came out with the public issue in February, 1997 (after taking in to consideration the reorganization of share capital done in March, 2005 but without considering other corporate actions not resulting in to any change in the share capital).

(vi) Average percentile increase /(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/ (decrease) in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Aggregate remuneration of employees excluding KMP reduced by 1.2%. Change in the remuneration of the KMP is not comparable due to change in the Managing Director and appointment of Executive Director during the financial year. Considering remuneration of the newly appointed Managing Director and CEO, Executive Director & CFO & CEO (PCMD), the aggregate remuneration of KMP reduced by 6.6%.

(vii) The key parameters for any variable component of remuneration availed by the directors:

1) Total Production (as per Business Plan approved by the Board)

2) Revenue (as per Business Plan approved by the Board)

3) Profit Before Tax (as per Business Plan approved by the Board)

4) Operating Cash Flow (as per Business Plan approved by the Board)

(viii)Affirmation that the remuneration is as per the remuneration policy of the Company: YES, Employees increment in remuneration is based on the individual performance and the Company performance for the Financial Year.

b. Details of the top ten employees in terms of remuneration drawn and the name of every other employee as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Name

Designation

DOB

Age

DOJ

Remuneration

Previous Company

Qualification

Nature of Employment

% Of Equity Shares held in

Relative of any Director/Manager

the Company

of the Company

Vipul Mathur

Managing Director & CEO

21/03/1970

48

02/02/2001

40,290,833

Man Industries (India) Ltd

MBA

Permanent

0%

No

Lalitkumar

Naik*

Managing Director

18/10/1961

57

01/12/2016

31,018,843

Aditya Birla Group

PGDM/ B Tech Chemical Engineering

Permanent

0%

No

S. Krishnan

Executive Director &CFO and CEO (PCMD)

17/07/1962

56

03/06/2013

28,304,109

United Phosphorus Ltd.

M. Com/ LLB-Part 1/ A.C.A/ A.C.S/ A.I.C.W.A

Permanent

0%

No

P K Mukherjee*

Director#

02/01/1961

57

02/05/1999

23,705,822

Kilburn Engineering Ltd

BE

Permanent

0%

No

Godfrey John

Director# 30/08/1965

53

11/06/2012

20,034,467

Ferro Tech India Pvt. Ltd.

MBA

Permanent

0%

No

Lai Hotwani

Director# 05/05/1953

65

01/01/2000

19,831,980

Gammon India Ltd.

B.Com

Permanent

0%

No

Akhil Jindal

Director#

01/12/1969

48

01/07/2004

13,021,164

S Kumars Nationwide Ltd

MBA

Permanent

0%

No

Deepak

Chauhan

Director#

30/12/1971

46

01/09/2012

12,600,810

Gammon Infra projects Ltd.

LLB

Permanent

0%

No

Tribhuwan Singh Kathayat

President

10/01/1971

47

20/06/1996

10,380,626

Jindal Organization

BSC/DM E/M BA

Permanent

0%

No

Gaurang Desai*

President 25/08/1972

46

01/11/2008

9,380,182

Gala Precision

MBA (Fin)/BE (Mech)

Permanent

0%

No

Suresh

Chander Darak

President 02/01/1968

50

02/01/2008

9,208,168

Reliance Industries Ltd.

B Com/ DITM

Permanent

0%

No

Navin Agarwal

Senior Vice President

01/01/1972

46

02/06/2008

8,840,538

Mahindra & Mahindra Ltd.

PGDBM Finance/B.Com (Hons)

Permanent

0%

No

Vipin Gandhi

Vice President

18/01/1968

50

25/10/2006

8,533,845

Ashok Leyland Ltd.

MBA

Permanent

0%

No

Paras Jain

President

25/07/1958

60

16/01/2006

7,766,757

Moral Overseas Ltd.

CA

Permanent

0%

No

Atul Trivedi

Senior Vice President

03/01/1974

44

14/05/2007

7,727,805

TCS Ltd.

CA

Permanent

0%

No

Atul Wahi

President

23/10/1956

62

16/07/2012

7,567,748

Indian Army

MBA

Permanent

0%

No

Gaurav

Merchant

Vice President

11/09/1973

45

15/01/2014

7,527,362

Essar Steel Limited

B Com/MBA

Permanent

0%

No

Rupak Ghosh

Senior Vice President

17/10/1969

49

29/10/2007

7,160,082

Blue Star Ltd

ICWA/ CA

Permanent

0%

No

Ketan Patel

Senior Vice President

31/07/1970

48

03/11/2015

6,897,027

JSW Steel Ltd.

CA/ICWA/ B Com

Permanent

0%

No

Sanjay Batra

Senior Vice President

20/08/1968

50

26/12/2000

6,864,245

MSL

Dip Mech/DBA

Permanent

0%

No

Rajeev Singh*

President

21/10/1974

44

06/12/2014

5,439,330

BG Group

BE Met/ MPM & IR

Permanent

0%

No

c. Managing Director of the Company was not in receipt of any commission from the Company and at the same time, remuneration or commission from the Company''s Subsidiary Company.

d. Particulars of remuneration to the executive directors including the details of remuneration paid/payable to the executive directors for the financial year 2017-18 are as under:

Name of the Salary & Director Allowance

Perquisites Commission

Service

Contract/

Tenure

performance

linked

incentives

Notice

Period

Severance Stock Pension Fees Option

1

Mr. Lalitkumar Naik#'' 31.02 million

Nil

Nil

4 years 11 months

Nil

1 month

Nil

Nil

Nil

2

Mr. Vipul Mathur '' 15 million*

Nil

Nil

5 years

Nil

1 month

Nil

Nil

Nil

3

Mr. S Krishnan '' 10 million*

Nil

Nil

5 Years

Nil

1 month

Nil

Nil

Nil

* employed as directors with effect from December 1, 2017. The remuneration is proportionate to their tenure of employment during 2017-18. The remuneration includes unpaid variable component as well.

# ceased to be the Managing Director with effect from November 30, 2017 and hence considered proportionate remuneration for FY 2017-18.

Non-Executive Chairman was paid Commission of '' 27.99 million i.e. @1% of the Net Profits in terms of the approval granted by the members of the Company at the Annual General Meeting held on September 20, 2017.

No remuneration or perquisite was paid to, and no service contract was entered into with, or stock options granted to, but the sitting fees were paid to the following directors for attending meetings of Board / Committees of the Board.

SR

Name of the Director

('')

SR

Name of the Director

('')

1

Mr. Atul Desai

212,000

5

Mr. Rajkumar Jain

876,000

2

Mr. Desh Raj Dogra

226,000

6

Mr. Ram Gopal Sharma

655,000

3

Mr. K. H. Viswanathan

948,000

7

Mrs. Revathy Ashok

114,000

4

Mr. Mintoo Bhandari

339,000

8

Mr. Utsav Baijal

Nil

The above mentioned sitting fee paid to the nonexecutive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

17. Shareholding of the Directors of the Company as on March 31, 2018

Refer Corporate Governance Report for detail of shareholding of the directors.

Except as mentioned in the Corporate Governance Report, none of the other directors hold any shares or convertible securities in the Company.

18. Corporate Governance Certificate

The Compliance certificate obtained from M/s. JMJA & Associates LLP, Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

19. Risk management policy

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely, strategic, business, regulatory and operational risks. The Policy envisages identification of risks by each business segment and location, together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The risks identified are reviewed by a committee of senior executives and the Managing Director & CEO of the Company and appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

For the key business risks identified by the Company please refer to the Management Discussion and Analysis annexed to this Report.

20. Familiarization program for Independent Director

The details of familiarization program (for independent directors) are disclosed on the Company''s website and a web link thereto is:

http://www.welspuncorp.com/system

downloads/attachments/000/000/147/original/

Familiarisation_program_-Final_-23.02.2015_

(23.05.16).pdf?1491551542

21. Code of Conduct

The Company has Code of Conduct for Board members and Senior Management Personnel. A copy of the Code has been put on the Company''s website for information of all the members of the Board and management personnel.

All Board members and Senior Management Personnel have affirmed compliance of the same.

A declaration signed by the Managing Director & CEO of the Company is given below:

I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2017-18.”

Sd/-

Vipul Mathur

Managing Director& CEO DIN: 0007990476

22. Miscellaneous Disclosures

During the year under Report, there was no change in the general nature of business of your Company.

No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future.

Your Company has not made any provision of money for the purchase of, or subscription for, shares in your Company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

Further, during the year under Report no case of sexual harassments was reported to the Internal Complaints Committee formed under the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the

Companies Act, 2013, your directors hereby confirm that:

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. being a listed company, the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

Your directors thank the Government Authorities, Financial Institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as the partner in your company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Vipul Mathur

Managing Director & CEO DIN : 0007990476

S. Krishnan

Executive Director & CFO and CEO (PCMD)

DIN: 06829167

Date: May 2, 2018

Place: Mumbai

Source : Dion Global Solutions Limited
Quick Links for welspuncorp
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.