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Wendt (India) Ltd.

BSE: 505412 | NSE: WENDT |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE274C01019 | SECTOR: Abrasives

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

TOTHE MEMBERS OF WENDT INDIA LTD

The Board of Directors have pleasure in presenting the 36th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2018. The Management Discussion & Analysis Report which is required to be furnished as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 201 5 has been included in the Directors Report to avoid duplication and repetition.

ECONOMIC OVERVIEW

According to the International Monetary Fund (IMF), the global economy is experiencing a near synchronous recovery. Roughly three-quarters of the countries experienced improvements in their growth rates. The recovery is driven by improvement in world trade in goods and services, upswing in commodity prices, accommodative monetary policies in advanced regions, buoyant demand conditions, etc. However, there are geopolitical and geo-economics risks due to war in the Korean peninsula; political upheaval in the Middle East; aggressive output cuts by Saudi Arabia (and Russia) which could force oil prices even higher; China’s unprecedented credit surge in the form of capital controls, and tradetension.

India can be rated as among the best performing economies in the world as the average growth during the last three years being around 4 percentage points higher than global growth and nearly 3 percentage points higherthan that of Emerging Market and Developing Economies.

The Indian Government underlines that due to the launch of transformational Goods and Services Tax (GST) reform on July 1, 2017, resolution of the long-festering Twin Balance Sheet (TBS) problem by GST Go Live sending the major stressed companies for resolution underthe new Indian Bankruptcy Code, implementing a I major recapitalization package to strengthen the public sector banks, further liberalization of FDI and the export uplift from the global recovery, the economy began to accelerate in the second half of the year. The Central Statistics Office (CSO) has estimated the GDP growth to be 6.5% in 2017-18. Also, India improved its ranking by 30 spots on the World Bank’s Ease of Doing Business rankings.

COMPANY PERFORMANCE OVERVIEW

(Rs in Lakhs)

FY 2017-2018

FY 2016- 2017

Sales

12,685

12,779

Other Income

685

543

Profit Before Tax

1,651

1,570

Profit After Tax

1,230

1,169

Earnings per Share - Rs

61.49

58.47

RESULTS OF OPERATIONS

Your company achieved a Top line of Rs.12685 Lakhs, compared to Rs.12779 Lakhs (net) during the previous year. While On the export front, we have achieved an appreciable growth of 28%, with increase in demand from major countries like China, UK, Russia, Thailand, Korea, Indonesia, Singapore, etc. However, the domestic business has seen a de-growth because of shrinkage in demand in some of the markets. The major contributory industry segments in the domestic business which had their adverse impact on your company’s sales are Defense, Steel, Cutting Tools, Engineering Sector.

Your Company continued its efforts on pursuing business in its major verticals namely Super abrasives and Machines and Components. The current slowdown being considered temporary and in keeping with your Company’s longterm growth, would continue to commit the required investments and resources in identified growth areas.

The Super Abrasives business vertical consisting of Diamond/CBN grinding Wheels in various bonding systems.

Rotary Dressers, Stationary Dressers, Hones and Segmented products witnessed a growth of 4% over the last year mirroring the growth of the key industrial segments. This has been possible due to continued focus by your Company on the development of new products and new applications. Your company successfully launched new products such as Glass grinding wheel for Structural, Solar and Automotive Glass, Resin Bond Spiral CBN Wheels for Razor Blade grinding. Double Disc Fine grinding Wheels for certain Ceramic, Automotive and Engineering applications. During the year company launched Standard products underStar Brand.

The Machines and Components business performance was lower than previous year mainly due to softening of demand on Components from certain Auto Component manufacturers. While Machine sales in the export market achieved an impressive growth of 63%. The domestic sector faced brunt of Capex postponement/ Capex freeze resulting in lower machine sales during the year. However, your company continued to develop & launch new models /variants like Twin Spindle Honing Machine (E3500), Straight Wheel Head Cylindrical Grinding Machine (Precigrind) and CNC Profile Dressing Machine (PDM 400). These Machines have been received well by the customers, and the company expects to get good business in coming years.

On the Precision Components front, your Company has successfully completed and added new components for both existing and new customers. These components have received the final approval for the bulk supplies during the fourth quarter. Your company also focused on de-risking & enhancing the product basket by adding components for Non-Auto Industry, and Non - Ferrous components. These initiatives have started yielding results and is expected to contribute exponentially to the overall precision component business in coming years.

FOCUS ON PROCESS EFFICIENCY

Your company continues to drive Lean Practices in both Manufacturing and Support functions for improving operational efficiency. This initiative has benefitted in addressing some of the key areas like Productivity & Process improvement. Effective planning & Scheduling, improving Reliability of Delivery, maintaining outsourcing cost, controlling cost on Consumables, WIP and Raw material inventory.

One of the key focus of your company has also been on Sweating of the assets and thereby ensuring effective utilization, reducing dependency on sub-contracting for core processes and working round the clock or 3 Shifts basis for major product group. Your company has taken special initiative to reduce overall cost in value chain by re allocating common machines and facilities of all product cells and doing all precision machining internally, while outsourcing only Non-Precision machining. This also helped in having a control on capexspend.

FUTURE PROSPECTS

Super Abrasive Tooling Industry and Grinding & Honing Machine Industry performance is driven by GDP growth, with major demand primarily coming from Auto, Engineering sector. Steel, Glass and Cutting Tools industry. Besides this with the emergence of Aerospace, Defence and Infrastructure sector. Tooling & Machine Tool Industry is expected to benefit this industry immensely.

Further, TheMake in India initiative, too is expected to propel requisite growth in coming years.

Your company continues its focus on product and process innovation for delivering superior performances and sustainable growth. Adoption and deployment of appropriate technologies for indigenous Bond development, streamlining processes, introducing automation in critical areas and working on industry 4.0 would also be the key focus areas for the year to address the growth for your Company.

The Company would continue to seize new business opportunities in new growing industrial segments by addressing New Products for existing & new Markets and geographies.

Future growth of your company lies in constantly watching and monitoring changes in the external environment and customer needs that are emerging. Accordingly, your company has been tracking the Mega trends and underlying new opportunities that unfolds. The company accordingly, would continue focusing on new products for industry segments such as Construction, Aerospace, Defense, Infrastructure and allied industries. Your company would fully complement these efforts and maximize the benefits by participation in major national and international exhibitions, trade shows, including digital initiatives and collaborations.

The acquisition of Winterthur Technology Group (WTG) by the US multinational 3M Corporation and resultant indirect acquisition of 40% equity shareholding in your Company continues to be a matter of contention while not being an issue. The matter has been moved to The National Company Law Tribunal (NCLT), Bangalore and matter remains sub-judice.

SUBSIDIARY COMPANIES

Wendt Grinding Technologies Limited, Thailand

Your company’s 100% owned Thailand subsidiary, Wendt Grinding Technologies Limited, has yet again delivered sustained results in line with the plan both in terms of sales and profitability, despite continued industry slowdown, falling export and political issues and all odds. It is a demonstration of its strong resolve and business acumen challenging the unfavorable conditions.

During the year, your subsidiary achieved sales of Thai Baht 946 Lakhs (Rs.1844 Lakhs), 12% growth over last year. Profit After Tax of Thai Baht 141 Lakhs (Rs.283 Lakhs), a creditable growth of 32% over last year.

Your subsidiary maintained its dominant position in re-profiling business in Thailand for glass industry with its 70% share of business, where it operates. The subsidiary, during the year, focused on exploring new opportunities in Indonesia market. The focus on enhancing the product basket, new customer additions, etc. have yielded good results.

Your subsidiary continues to participate in the important Industrial and Trade Exhibitions & prospecting for new businesses, while strengthening networking with industry leaders for business promotion and development.

Wendt Middle East FZE, Sharjah

Wendt Middle East FZE, Sharjah, the other wholly owned subsidiary of your company, has clocked an annual sale of AED 23 Lakhs (Rs.412 Lakhs) which is 8% lower than the previous year. The lower topline is attributable to the continuing oil crisis, political disturbance and a slowdown in new projects in the region. Also, due to the worsening credit situation in the Middle East, the subsidiary has been cautious in growing the topline. Accordingly, the Profits have also been lower at AED 0.4 Lakhs (Rs.7 Lakhs).

During the year, your subsidiary has embarked on strategic initiatives to consolidate and grow its business with focus on industrial ceramic products and non-standard abrasive and super abrasive products. The subsidiary’s increased focus on these strategic initiatives with robust receivables management is expected to deliver results in the coming year.

APPROPRIATIONS

Available for appropriation

(Rs in Lakhs)

Profit After Tax

1230

Add: Other Comprehensive Income

36

Add: Balance brought forward from previous year

4326

Total

5592

Recommended appropriations

Transfer to General Reserve

130

Dividend

-Interim Rs 10/-per share

200

-Final (Dividend paid for 2016-17 Rs 1 5/- per share of face value of Rs 10/- each)

300

Dividend Tax

-Interim

41

-Final (for 2016-17)

61

Balance carried forward

4860

Total

5592

CORPORATE SOCIAL RESPONSIBILITY

Inclusive growth and Sustainable Community development are strong pillars of your Company’s responsible corporate citizenship. Your Company being a part of the Murugappa Group has been upholding this tradition by allocating a part of its income for carrying out its social responsibilities.

Your company’s Skill Development Program has been a major initiative towards addressing the social responsibility. The main objective being to provide high quality vocational and technical training towards uplifting the lives of young children from underprivileged community and weaker sections of the society. This training program is designed based on the coaching methodology defined by Government of India, Ministry of Skill Development and Entrepreneurship. This program also includes stipend payment along with free meals and providing boarding facilities to the enrolled students, ensuring that they earn while they learn. Not only does this initiative help in imparting formal education, but also helps them in honing them to become a valuable citizen & while help them in seeking gainful employment upon successful completion of the course.

The company continues to make contributions to the society extending to communities in its vicinity like to local schools, orphanages, homes for destitute, etc. This is based on your company’s firm belief that an organization’s true value lies beyond its business and is reflected by the services it extends to the society. Your company also gives importance to green environment and tree plantation in the nearby communities by holding seminars, educating and distributing and planting free saplings every year.

The company employees are encouraged to participate in activities like blood donation camps, taking classes on computer education in municipality schools, bring awareness on road safety, nominating employees with RTO as traffic warden, 5S campaigns towards the cleaner environment, imparting special education to the school children to name a few.

In accordance with requirements of the Companies Act 2013, your Company has a CSR policy incorporating the requirements therein which is also available on Company’s website at the following link http://www.wendtindia.com/pdf/csrpolicv.pdf

Your company, during the year 2017-18 has spent of Rs 32.36 Lakhs towards the CSR activities in line with the provisions of the Companies Act, 2013.

The Annual Report on CSR activities in the prescribed format is annexed herewith as ANNEXURE C.

DIVIDEND

The Company has voluntarily adopted the Dividend Distribution Policy as approved by the Board in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 201 5 and the same is available on Company’s website viz. www.wendtindia.com.

In line with the policy, the Board of Directors has recommended a Final Dividend of Rs 1 5/- per equity share of face value Rs 10/- each (1 50%) for the year ended 31 st March 2018. This is in addition to the Interim Dividend of Rs 10/- per equity share of face value of Rs 10/- each which was paid on 19th February 2018.

The Final Dividend, is subject to approval of members at the 36th Annual General Meeting & will be paid to those shareholders whose names appear on the register of members of the company as on 1 st August 2018. If approved, the total Dividend for the financial year, including the interim dividend, amounts to Rs 25/- per equity share and will absorb Rs 602 lakhs including dividend distribution tax of Rs 102 Lakhs.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 130 lakhs to the General Reserve. An amount of Rs. 4941 Lakhs is proposed to be retained in the Statement of Profit & Loss.

FIXED DEPOSITS

During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the rules framed thereunder.

INVESTMENTS

Details of investments covered under section 186 of the Companies Act 2013 are given in the note no. 6 to the financial statements.

TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 124 (5) of the Companies Act, 2013, an amount of Rs. 3.78 lakhs being unclaimed dividend during the year, pertaining to the financial year 2009-10 was transferred to IEPF after sending due reminders to the shareholders.

CONSOLIDATED FINANCIAL RESULTS

The Consolidated Financial Statements of the company (incorporating the operations of the Company and its two wholly owned overseas subsidiaries), for the financial year 2017-18 are prepared in compliance with the applicable provisions of the Companies Act, Accounting Standards as prescribed by Regulation 33 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 201 5. The Consolidated Financial Statements have been prepared based on the audited financial statements of the company, its subsidiaries, as approved by their respective Board of Directors.

Pursuant to provisions of Section 136 of the Act, the Financial Statements of the Company, the ConsolidatedFinancial Statements, along with the relevant documents and the Auditors’ Report thereon form part of this Annual Report. A statement of summarized financials of all subsidiaries of your company including capital, reserves, total assets, total liabilities, details of investment, turnover etc. pursuant to General Circular issued by MCA forms part of this report. The audited annual accounts and related information of the subsidiaries is available in our website-www.wendtindia.com.

The key financial data for the consolidated operations are as follows: -

KEY CON SO LI DATED FINANCIAL SUMMARY

(Rs in Lakhs)

FY2017-2018

FY 2016-2017

Sales

14,432

14,466

Other Income

492

313

Profit Before Tax

1,804

1,657

Profit After Tax

1,312

1,205

Earnings per share-Rs.

65.62

60.26

QUALITY

Your Company manufactures products that embed a high level of precision and accuracy as demanded by the customers of various industry segments. While the Super Abrasives Product range consists of Diamond & CBN Grinding Wheels and Special Tools; the Machines includes customized range of high precision machines such as CNC Grinding, Notch Milling, TC Ring Grinding, Honing and Accessories fulfilling the requirements of international standards and including CE certifications. Precision Components are manufactured with significant degree of precision and very precise, close tolerances necessitating them to passing through the stringent quality standards and measurements through the stringent production process and control.

To ensure that your company meet this requirement. Quality Management standards are put in place such as ISO 9001 and TS 16949. TS 16949 pertains to manufacturing of precision components. Further, in order to comply with the safety norms and requirements of overseas customers, your company has also successfully implemented EN 13236 Standards. Quality being the uncompromised differentiator for your Company, the company attempts hard to ensure that final product quality is built by deployment and embracing effective quality control management, process robustness, quality assurance and discipline at every stage of material flow.

The Company continues to place higher emphasis on training in latest trends besides investment in high-end equipment, machineries & application software and modern tools.

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Your company accords high importance towards safety and health of employees and ensures that the work environment is conducive for smooth operations. Towards this, the top management stays ever committed for maintaining high standards for safety, health and environment management by being fully compliant to applicable statutory requirements as per OHSAS 18001 and ISO 14001 EMS standards and guideline.

During this year, the company has upgraded to new standard on Social accountability SA 8000:2014 and adopted a new Standard on product safety EN-13236:2010 A1:201 5 for meeting Safety requirements of the European standard of Super Abrasive products. Every year, Wendt observes a Safety Week with sprawling events spread over the week to emphasize on importance of safety to the employees. This year it was held on 5th March 2018 which included competitions on slogans, posters, skits, and mock drills.

Recognizing that the employees are the most valuable assets of your company and that the Safety and Health of each employee is of utmost importance. The company continues to undertake initiatives and pursue programs, including Annual health check-up for employees and their family, special medical attention for employees working in special process & sensitive areas. The company conducted special awareness program on use of personal protection equipment (PPEs), zero discharge of ETP/STP and hazardous waste handling, so that the employees and their family maintain good health and overall wellness.

Your company continues to periodically conduct safety mock drill and various training programs to educate and prepare towards chemical, electrical and medical urgencies.

RECOGNITIONS AND AWARDS

The employees are encouraged to participate in customer audits, group competitions, various national and international events & competitions. Your Company continues to get accolades and awards from its customers and other prestigious domestic/international forums. Some of the awards and recognitions your Company received during the year under review:

- “Regional Award for Export Excellence” Conferred with “Star Performer- Large Enterprises” for outstanding export performance during year 2015-16 by Engineering Export and Promotion Council

- Lean Management Practices

Conferred with Silver Award for Lean Management Practices from ABK AOTS

- Quality Circle Awards

Your Company’s employees continued to exhibit their skills in various Quality Circle competitions as below International Level: Organized by QCFI, Philippines

- ”Gold” Award in ICQCC for Kaizen-1 team

National Level: Organized by QCFI, Hosur

- ”Gold” Award for Kaizen in CCQC- 4 teams

- ”Gold Award” for SGA (Small group Activity) in CCQC: 2 teams.

- MGTC Volley Ball Tournament

Your company’s employees participated in the Group Level Volley Ball tournament and won the “Winners” Trophy during the year.

- MGTC Women Sports Tournament

Your company’s women employees participated in the Group level sports competition and won awards in Carom, Chess and Relay competitions.

- Cufest 2017 Awards

Your Company’s employees participated in Group-level Quality competition “Cufest 2017” (Quality Festival of CUMI), and won awardsfor5S, Poster, Innovation, Idea King, SGAand Theme Video

RELATED PARTY TRANSACTIONS

All related party Transactions that were entered during the financial year were on arm’s length basis and were in the ordinary course of business. During the year, there were no materially significant related party transactions made by the Company with Promoters, Directors, key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014, prior omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature. The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis.

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

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

GOVERNANCE BOARD OF DIRECTORS

The Board of Directors have appointed Mr. M Lakshminarayan as an Additional Director on the Board of the Company with effect from 20th March 2018 and he holds office till the date of the ensuing Annual General meeting. The Company is proposing to appoint him as an Independent Director under section 149 of the Companies Act, 2013 for a term of 5 years. Mr. Lakshminarayan has offered himself for this appointment. The Company has received a notice from a shareholder proposing his candidature as Director in the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. K Srinivasan, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The necessary Resolution is being placed before the shareholders for approval. The Board of Directors of your company believes that his continued association with the Board will be beneficial to the company and recommends his re-election.

All the Directors of the company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. All the independent Directors have given a declaration under section 149(6) of the Companies Act 2013, confirming their independence.

KEY MANAGERIAL PERSONNEL

Mr. Rajesh Khanna, Chief Executive, Mr. Mukesh Kumar Hamirwasia, Chief Financial Officer and Ms. Akanksha Bijawat, Company Secretary continue to be the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013 and there were no changes during the year.

BOARD MEETINGS

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year, five Board Meetings were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the directors are given in the Corporate Governance Report forming an integral part of this report.

COMMITTEES OF THE BOARD

In compliance with the provisions of Sections 135, 177, 178 of the Companies Act, 2013, the Board constituted Corporate Social Responsibility Committee, Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee (Committees). The details of composition of the Committees, their meeting and attendance of the members are given in the Corporate Governance Report forming an integral part of this report.

BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of its own performance, the Directors individually and the Committees of the Board. Structured assessment forms which were duly reviewed were used in the overall Board evaluation process comprising various aspects.

The manner in which evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration policy is stated in the Corporate Governance Report.

PARTICULARS OF REMUNERATION

The information required pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 and forming part of Directors report for the year ended 31 st March 2018 is annexed in Annexure D.

STATUTORY AUDITORS AND AUDITORS’ REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules framed thereafter. M/s Price Waterhouse, Chartered Accountants LLP, were appointed as Statutory Auditors for a term of 5 consecutive years at the 35th Annual General Meeting of the Company held on July 24, 2017, subject to ratification of their appointment at every AGM.

M/s Price Waterhouse, Chartered Accountants LLP, have furnished a certificate of their eligibility as per Section 141 of the Companies Act, 2013.

The Report given by M/s Price Waterhouse, Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31st March 2018 is provided in the financial section of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report. The notes on the accounts referred to in the Auditors’ Report are self- explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, and the Rules framed thereunder, the Company has appointed Ms. Apeksha Nagori, Practicing Company Secretary to undertake the secretarial audit for the financial year 2017-18. The Report of the Secretarial Auditor confirming compliance with the applicable provisions of the Companies Act 2013 and other rules and regulations issued by SEBI/other regulatory authorities forms part of the Annual Report.

The Company also adheres to the various Secretarial Standards issued by the Institute of Companies Secretaries of India.

CORPORATE GOVERNANCE

Your Company has inculcated strong culture of values, ethics and integrity living with the Five Lights- The Spirit of Murugappa Group. The Governance Philosophy of your Company is firmed up on a bedrock of ethical values and professionalism which in more than 3 decades of the Company’s existence has become a part of its culture. Wendt (India) Limited, looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long-term stakeholder value creation.

The Company practices and policies reflect true spirit of Corporate Governance initiatives.

In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from a Practicing Company Secretary confirming compliance is annexed to and forms an integral part of this Report.

CEO/CFO CERTIFICATE

The Chief Executive and the Chief Financial Officer have submitted a certificate to the Board on the integrity of the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

The Company has a well-established whistle blower policy as part of vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 as required under Section 92(3) of the Act and the Rules framed thereafter is annexed to and forms part of this report. (FORMAT IN ANNEXURE B).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of your Company, make the following statements, to the best of their knowledge and belief and according to the information furnished and explanations obtained by them:

- That in the preparation of the annual financial statements for the year ended 31 st March 2018, the applicable accounting standards have been followed and there have been no material departures therefrom.

- That they have selected appropriate 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 as at the end of accounting year and of the profits of the Company for the year ended 31 st March 2018.

- That proper and sufficient care has been taken 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.

- That the annual financial statements have been prepared on a going concern basis.

- That proper internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on energy conservation, technology absorption, expenditure incurred on Research & Development and forex earnings/outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to and forms part of this Report (refer Annexure A).

ACKNOWLEDGEMENTS

Your Board of Directors would like to place on record their sincere appreciation for the cooperation received from various stakeholders of the Company viz., customers, suppliers, bankers, investors, government and other statutory authorities, auditors, business associates and shareholders. Your Directors extend their gratitude to all the regulatory agencies like SEBI, Registrar of Companies, stock exchanges and other Central and state Government authorities/agencies, vendors and sub-contracting partners for their support. The Board also acknowledges the unstinted co-operation, commitment and dedication made by all the employees of the Company.

The Directors also wish to place on record their gratitude to the members of the Company for their unrelenting support & confidence.

By order of the Board

For Wendt (India) Limited

Place: Bengaluru M M Murugappan

Date: 25th April 2018 Chairman

Director’s Report