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WS Industries Ltd.

BSE: 504220 | NSE: WSI | Series: NA | ISIN: INE100D01014 | SECTOR: Electric Equipment

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Dec 06, 16:00
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10-Day
17,433
30-Day
16,421
2,356
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Dec 06, 15:31
9.95 0.00 (0.00%)
Volume
AVERAGE VOLUME
5-Day
55,598
10-Day
41,793
30-Day
15,680
162,770
  • Prev. Close

    9.95

  • Open Price

    9.95

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

Dear Members The Directors hereby present the Fifty Second Annual Report on the business and operations of the Company and the Audited Financial Statements for the 6 months'' ended 31 st March 2015. 1. Results of operations Due to the ongoing cash crunch, the Company''s operations remained significantly affected for most of the year. Hence the revenues are very low and the losses are significant due to incurrence of employee and financial costs. (Rs. in million) Particulars Forthe period For the period ended ended 31 st March 30th Sept. 2015 (6 months)* 2014 (12 months) Sales and other operational income 99.58 1139.74 Other Income 20.78 160.72 Total Income 120.36 1300.46 Gross Profit /(Loss)from Operations (185.55) (332.37) Less: Depreciation 62.86 99.50 Interest/Finance Charges 236.06 470.34 Net Profit /(Loss) for the year (484.47) (902.21) Provision /(withdrawal) for Income Tax Deferred Tax (15.00) (17.10) Net Profit/(Loss) forthe yearafter Tax (469.47) (885.11) Profit/(Loss) Brought forward from previous year (1426.99) (541.88) Depreciation on transition to Schedule II of the Companies Act, 2013 (77.54) - Surplus/(Deficit)/carried to Balance Sheet (1974.01) (1428.99) *The figures given in the previous period and the current period are not comparable. 2. Consolidated Financial Statements Your Company is also presenting the audited consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India. 3. Dividend During the six months under review, the operations of your Company were severely impacted for several reasons explained in the Management Discussion and Analysis report appended as Annexure 1 of this Report. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares. The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by your Company. 4. Transfer of Profit to Reserves The company has not proposed to transfer any of its profits to reserves in view of the Carried forward losses. 5. Particulars of loans, guarantees or investments Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report. 6. Fixed Deposits Your Company has not accepted any Fixed Deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date. 7. Material changes and commitment affecting financial position between the 6 months ended 31st March 2015 and the date of this Report Reference may be made to the Management Discussion and Analysis Report appended to this Report. There are no material changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. 8. Corporate Governance Corporate Governance Report in compliance with Clause 49 of the Listing Agreements with stock exchanges is appended as Annexure 2 and forms an integral part of this report. 9. Particulars of Contracts or arrangements made with related parties Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC 2 is appended as Annexure 3 to the Board''s Report. 10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 4 to this Report. 11. Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report. 12. Subsidiaries During the six months period, your Board of Directors have reviewed the Financial Statements of the 100% subsidiary as well as the step subsidiary (which was earlier a material subsidiary). Your Company has, in accordance with Section 129 (3) of the Companies Act 2013 prepared the Consolidated Financial Statements for the six months ended 31st March 2015, which forms part of the Annual Report. Further the statement containing the salient features of the Financials of the subsidiaries in the Form AOC 1 is attached to the Financial Statements forming part of this Report. In accordance with Section 136 of the Companies Act 2013, the audited consolidated financial statements as well as the audited financial statements of each subsidiary company are available on our website www.wsindustries.in/KYC. 13. Corporate Social Responsibility In view of the losses incurred, the applicability of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility does not arise. 14. Risk Management During the year, your Company has assigned Risk Management responsibility to the Audit Committee and has framed a Risk Management Policy which is available in the website of the Company www.wsindustries.in/KYC. The Company has classified risks and the Committee plays an active role in mitigating the risks and to align it with the objectives of the Risk Management Policy of the Company. 15. Internal Financial Controls Your Company has adequate internal financial controls with reference to the financial statements and commensurate with its business operations. 16. Directors and Key Managerial Personnel Appointment It is proposed to appoint Mr.S.Rajasekar and Mrs. Hema Pasupatheeswaran as Directors of your Company. The Company has received notices along with the requisite deposits for their appointment as Directors liable to retire by rotation and the same is being placed before the Annual General Meeting for the approval of the Members. A brief profile of the above directors is provided under the Corporate Governance Report and in the Notice of the Annual General Meeting. Resignation Mr.S.Suresh, resigned as Whole Time Director (Director - Operations) and the same was accepted at the Board Meeting held on 14 August 2015, effective 7th August 2015. The Board placed on record their appreciation and gratitude for his guidance and contribution during his association with the Company. Key Managerial Personnel Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. B.Swaminathan, Chief Financial Officer and Mrs. Hema Pasupatheeswaran, Company Secretary were designated as the Key Managerial Personnel of the Company. 17. Declaration by Independent Directors At the previous Annual General Meeting held on 27th March 2015, the shareholders have approved the appointment of Mr.K.Raman and Mr.G.Balasubramanyan as the Independent Directors of the Company, for a period of five years not subject to retirement by rotation. The Company has received necessary declarations from the said independent directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Performance Evaluation Policy The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non- executive directors and executive directors. The same is available in the website of the Company at www.wsindustries.in/KYC. Remuneration None of the directors are drawing remuneration (including sitting fee) and therefore the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable and hence not furnished. No employee draws remuneration in excess of the limits prescribed under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014. There is no increase in percentage of remuneration drawn by KMP and is not comparable to the performance of the Company, since the Company did not function to its fullest capacity Therefore details pertaining to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has not been provided. 18. Meetings of the Board Six meetings of the Board of Directors were held during the period under review. For further details, please refer the Corporate Governance Report of this Annual Report. 19. Audit Committee, its composition and functions The Audit Committee comprises of 3 directors viz., Mr.K.Raman, Mr.V.Srinivasan and Mr.G.Balasubramanyan. After chairing the Committee for several years, Mr. Raman has stepped down from the Chairmanship being replaced by Mr. G. Balasubramanyan, the other independent Director. All recommendations made by the Audit Committee during the period under review, were accepted by the Board. Whistle blower Policy & Code of Conduct The Company has adopted the Whistle Blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct or Ethics. The said Policy is available on the Company''s website www.wsindustries.in/KYC. 20. Auditors Statutory Auditors M/s.S.Viswanathan, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of three years at the Annual General Meeting held on March 27, 2015. Their appointment is to be ratified every year at the Annual General meeting as per the provisions of Section 139(1) and the said appointment is placed for the ratification of the shareholders at the ensuing Annual General Meeting. Comments on Statutory Auditors'' Report The reports of Statutory Auditors do not carry any qualifications, reservations or adverse remarks which require comments from the Board. Secretarial Auditor Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,Ms.Lakshmmi Subramanian (Membership No. 3534 CP No. 1087), Partner, M/s.Lakshmmi Subramanian & Associates, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the FY 2014-15, is enclosed asAnnexure 6 to this Report. Comments on Secretarial Auditors'' Report With reference to the observations made by the secretarial auditor, Ms. Lakshmmi Subramanian, Practicing Company Secretary, in her Secretarial Audit Report, your Company has taken the corrective measures during the current financial year. 20. Human Resources Your Company enjoys cordial relationship with its employees at all levels. The Company''s industrial relations continued to be harmonious during the period under review. 21. Prevention of Sexual Harassment Policy Your Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2014-2015, no complaints were received by the Company related to sexual Harassment. 22. General Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i. Issue of equity shares with differential rights as to dividend, voting or otherwise. ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. The Company has, in accordance with the generally accepted accounting practice, disclosed the impact of pending litigations on its financial position in its financial statements. Your Company is listed in both National Stock Exchange and Bombay Stock Exchange and has paid the Listing Fee for the Year 2015-16 to both these Exchanges. 23. Director''s Responsibility Statement In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed. b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period ended 31st March 2015 and of the profit or loss of the Company for the said period under review. 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 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 24. Acknowledgement Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by the Company''s executives, staff and workers. For and on behalf of the Board Place: Chennai V. SRINIVASAN Date: 14thAugust2015 Chairman

Director’s Report