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
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)
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) -
Balance Sheet (1974.01) (1428.99)
*The figures given in the previous period and the current period are
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.
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.
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
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
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
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.
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
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.
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
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
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.
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
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.
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
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
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.
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