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Westlife Development

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Directors Report Year End : Mar '18    Mar 17

Report of the

Board of Directors

The Directors are pleased to present their Thirty-Fifth Annual Report and Audited Statement of Accounts for the year ended March 31, 2018

I FINANCIAL DETAILS

Consolidated Financial Highlights (RS, in Millions)

Particulars

2017-18

2016-17

revenue from operations (Net)

11,348.74

9,307.86

total Expenses excluding Depreciation, Interest and tax

10,575.15

8,838.35

EBITDA

951.30

669.79

Profit / (loss) before tax

128.57

(121.20)

Less : tax Expenses

-

-

Profit / (loss) after tax

128.57

(121.20)

Standalone Financial Highlights (RS,)

Particulars

2017-18

2016-17

ebitda

(5,267,439)

(3,027,624)

Less : Depreciation

23,155

3,249

Profit/ (Loss) before tax

(5,290,594)

(3,030,873)

Less : Tax Expenses

-

-

Profit/ (Loss) for the year

(5,290,594)

(3,030,873)

Add : Balance brought forward

(30,833,005)

(27,802,132)

Balance Carried forward

(36,123,599)

(30,833,005)

II PERFORMANCE

Standalone operating Performance

During the financial year 2017-18, the Company has reported a loss after tax of RS, 52.91 lakhs as against a loss of RS, 30.31 lakhs for last year.

the Company focuses on putting up and operating Quick Service restaurants (QSR) in India through its wholly owned subsidiary, which is a Development Licensee / Master Franchisee of McDonald''s and operates QSRs under the brand name McDonald''s.

Consolidated financial statements of the Company and its subsidiary prepared in accordance with applicable accounting standards and duly audited by the Company''s statutory auditors are annexed.

subsidiary''s operating Performance

The highlights of the Subsidiary performance for FY 2017-18 and their contribution to the overall performance of the Company is provided below: (RS, in millions)

Particulars

2017-18

2016-17

Revenue from Operations (Net)

11,348.74

9,305.90

Total Expenses excluding Depreciation, Interest and Tax

10,569.52

8,831.90

EBITDA

956.56

672.82

Profit / (loss) before tax

133.86

(118.17)

Less : Tax Expenses

-

-

Profit / (loss) after tax

133.86

(118.17)

subsidiaries, Joint Ventures or associate companies

During the year under review no Company has become or ceased to be the Company''s subsidiary, joint venture or associate company.

As per the provisions of Section 129 (3) of the Companies Act, 2013 a statement containing salinept features of the financiall statement of the Company''s subsidiary is provided as ''Annexure A'' to the consolidated financial statements.

Dividend

Considering the present financial position as on March 31, 2018, no dividend is being recommended.

state of the company''s affairs

Your Company is now classified as a Core Investment Company (''CIC'') exempt from registration with the Reserve Bank of India within the meaning of the Core Investment Companies (Reserve Bank) Directions, 2016. It has promoted the operations of QSRs through its subsidiary as aforesaid. The Company endeavors to continuously improve its performance. Your Directors are satisfied with the present state of the Company''s affairs.

transfer to reserves

No funds are being transferred to the reserves.

material changes and commitments

No material changes and commitments affecting the financial position of your Company have occurred between March 31, 2018 and the date of the report.

Particulars of loans, guarantee or investments

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note No. 7 and 8 to the Standalone Financial Statements.

iii directors and management

re-appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr Amit Jatia (DIN : 000016871) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment.

The term of office of Mr Padmanabh Ramchandra Barpande (DIN: 00016214), as an Independent Director, will expire on 31st March, 2019. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, had recommended reappointment of Mr Padmanabh Ramchandra Barpande as an Independent Director of the Company w.e.f. April 1, 2019 for a second term of 5 (five) consecutive years i.e. up to March 31, 2024.

The term of office of Mr Manish Chokhani (DIN: 00294011), as an Independent Director, will expire on March 31, 2019. The Board of Directors, on the recommendation of the

Nomination and Remuneration Committee, had recommended reappointment of Mr Manish Chokhani as an Independent Director of the Company w.e.f. April 1, 2019 for a second term of 5 (five) consecutive years i.e. up to March 31, 2024.

The term of office of Mr Tarun Kataria (DIN: 00710096), as an Independent Director, will expire on July 31, 2019. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, had recommended reappointment of Mr Tarun Kataria as an Independent Director of the Company w.e.f. August 1, 2019 for a second term of 5 (five) consecutive years i.e. up to July 31, 2024.

Number of meetings of the Board

Four meetings of the Board of Directors were held during the financial year. For further details, please refer to the Report on Corporate Governance which forms a part of this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and the Listing Regulations.

Directors'' Responsibility statement

As required under Section 134 (3) (c) and pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts for financial year ended March 31, 2018, the applicable accounting standards have been followed and there are no departures in adoption of these standards;

(b) the Directors have 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 March 31, 2018 and of the profit and loss of the

Company for the year ended on that date;

(c) the Directors have 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 have prepared the annual accounts for financial year ended March 31, 2018 on a ''going concern'' basis.

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efficiently; and

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire through online survey (through Survey Monkey) covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

Audit committee

In accordance with Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013, the Company had constituted an Audit Committee, which consists of three independent non-executive directors namely; (1) Mr PR. Barpande (Chairman), (2) Mr Dilip Thakkar (member), (3) Mr Manish Chokhani (member) and one other director, Mr Amit Jatia (member). The Audit Committee functions in terms of the role and powers delegated by the Board of Directors of the Company keeping in view the provisions of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013 and the corresponding Rules made there under, being the Companies (Meetings of Board and its Powers) Rules, 2014.

Vigil Mechanism and Whistleblower Policy

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there under and under Regulation 22 of the Listing Regulations is implemented through the Company''s Vigil & Whistleblower Policy to enable the Directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Vigil & Whistleblower Policy of the Company is available on the Company''s website at the web-link: http://www.westlife. co.in/investors-compliance-and-policies.php

Auditors

- Statutory Auditors and Auditors'' Report

B S R & Associates LLP, Chartered Accountants (ICAI Registration No. 116231W/W-100024) were appointed as Statutory Auditors of the Company for a term of 5 (five) years at the 34th Annual General Meeting (AGM) held on September 20, 2017, to hold office from the conclusion of the 34th AGM till the conclusion of the 39th AGM of the Company. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors'' Report are self- explanatory, hence no clarification is required. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

- Secretarial Audit and Report of company secretary in practice

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr Shailesh Kachalia, Practicing Company Secretary (Certificate of Practice Number: 3888) to carry out the Secretarial Audit of the Company.

In terms of the provisions of sub-section

(1) of Section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as ''Annexure I'', a Secretarial Audit Report given by a company secretary in practice.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr Amit Jatia, Chief Executive Officer (CEO), Mr Suresh

Lakshminarayanan, Chief Financial Officer (CFO) and Dr Shatadru Sengupta, Company Secretary (CS). There has been no change in Key Managerial Personnel during the year.

contracts or Arrangements with Related Parties

Related Party Transactions that were entered into during the year by your Company have been disclosed in Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013, which has been appended as ''Annexure II''.

Disclosures on Employee stock option scheme

In compliance with Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (''the Regulations'') read with SEBI Circular no. CIR/ CFD/POLICY CELL/2/2015 dated 16th June, 2015, your Board of Directors report that during the year under review, no material changes in the Westlife Development Limited Employees Stock Option Scheme

2013 (the ''Scheme'') had taken place and that the Scheme is in compliance with the Regulations. Further, the details mentioned in the Regulations have been disclosed on the Company''s website at web link: http://www. westlife.co.in/web/compliance.aspx.

statement of deviation(s) or variation(s)

With reference to the provisions of Regulation 32 (4) of the Listing Regulations, there were no deviations or variations of funds of the Company for the financial year.

Policy for Qualifications, positive attributes and independence criteria for Directors and Remuneration for Directors, Key Managerial Personnel and other employees

In accordance with the provisions of Section 134(3) (e); sub section (3) and (4) of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Company has formulated a policy. The said policy has been appended as ''Annexure III'' which forms a part of this Report.

corporate social Responsibility

The provisions of Section 135 of the Companies Act, 2013 as to Corporate Social Responsibility are not applicable to your Company.

Disclosure pursuant to Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

In accordance with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following disclosures are made:

- The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: N.A.*

- the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: N.A.*

- the percentage increase in the median remuneration of employees in the financial year: N.A.*

- the number of permanent employees on the rolls of Company: Three

- average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A.*

- the terms of remuneration are in line with the Remuneration Policy of the Company.

- Directors did not receive any remuneration from the Company during the year, except sitting fee for attending meetings of the Board and its Committees, and no remuneration is being paid to the employees or Key Managerial Personnel of the Company.

Internal Financial control systems

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risk. The internal financial controls have been documented and embedded in the business system.

The Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanor has been noticed during the year.

significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company''s operations in future.

Public Deposits

The Company did not accept any deposits during the year.

corporate Governance

Report on Corporate Governance of the Company for the year under review, as per the requirements of Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations, has been given under a separate section and forms part of this Annual Report.

Management Discussion and Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34

(2)(e) read with Para B of Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report under the heading ''Management Discussion and Analysis''.

Investor Education and Protection Fund (IEPF)

No unpaid and unclaimed dividend is lying with Company.

Extracts of Annual Return

In accordance with sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the annual return as at March 31, 2018 forms part of this Report and is appended herewith as ''Annexure IV''.

conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and outgo

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

A. conservation of Energy

i) The steps taken or impact on conservation of energy: The operations of your Company are not energy intensive.

ii) The steps taken by the Company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

However, the Company''s subsidiary, Hardcastle Restaurants Pvt. Ltd, has taken significant measures for conservation of energy and saving the environment, as set out more particularly in the Business Responsibility Report forming part of this Annual Report.

B. Technology Absorption

i) The efforts made towards technology absorption : NIL

ii) The benefits derived like product improvement, cost reduction, product development or import substitution : NIL

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the

Financial Year): NIL

(a) Details of Technology Imported;

(b) Year of Import;

(c) Whether the Technology has been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

iv) Your Company has not incurred any expenditure on Research and Development during the year under review.

c. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange inflow, outflow or earnings.

Risk Management

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. The Company has a robust organizational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which is authorised to monitor and review a Risk Management Plan. The Risk Management Plan provides a detailed programme for risk prevention, risk mitigation and risk management and the operation/working thereof, along with reporting of any new risks. The Risk Management Plan has been established across the organization and is designed to prevent, mitigate and manage risks that affect the Company.

IV DIVIDEND DISTRIBUTION POLICY

The above policy is enclosed as ''Annexure-V'' to the Board''s Report and also available on the Company''s website at http://www.westlife. co.in/investors-compliance-and-policies.php

v business responsibility report (BRR)

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for the top 500 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRR disclosures annexed as ''Annexure-VI'' to the Board''s Report.

vi acknowledgement

The Board of Directors wishes to express its gratitude and record sincere appreciation for the dedicated efforts of all employees of the Company. The Board is thankful to the esteemed shareholders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by all stakeholders including government authorities, customers, banks, vendors, advisors, and other business partners.

For and on behalf of the Board of Directors

Sd/- Sd/-

Banwarilal Jatia Amit Jatia

Director Director

DIN:00016823 DIN:00016871

Place: Mumbai

Date: July 27, 2018

Source : Dion Global Solutions Limited
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