BOARDS' REPORT To, The Members of Welterman International Limited Your Directors have pleasure in presenting the Board's Report of your Company together with the Financial Statements of your Company for the financial year ended, 31st March, 2015. DIVIDEND In view of carried forward of losses of the Company, your Directors do not .recommend any dividend. SHARE CAPITAL. The paid up equity capital as on March 31,2015 was Rs. 439.83 lacs consisting of 44.41 lacs Equity Shares of Rs.10/- each. During the year under review, the Company has neither bought back nor issued any equity shares either by way of Bonus, Right, Stock Options, Sweat Equity, with differential rights or otherwise. INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY The Company does not have any Subsidiary, Joint venture or Associate Company. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend, the Company was not required to transfer any amount to Investor Education & Protection Fund during the year under review. Hence, the provisions of Section 125 of the Companies Act, 2013 ('the Act') do not apply. MATERIAL CHANGES AND COMMITMENTS No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report. EXTRACT OF ANNUAL RETURN The Extract of Annual Return as required under section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information as per Annexure-1. MEETINGS OF THE BOARD OF DIRECTORS During the Financial Year 2014-15, 5 meetings of the Board of Directors of the Company were held on 24th April, 2014, 30th May, 2014,14th August, 2014,14th November, 2014 and 14th February, 2015. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Act, the Board of Directors of the Company confirms 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 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 the end of the financial year and of the profit and loss of the Company for that period; (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; and (e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITOR'S REPORT M/s Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara were appointed as Statutory Auditors to hold office upto the conclusion of 26th Annual general Meeting by the Members of the Company at their Annual General Meeting held on 29th September, 2014. The Company has received requisite certificate and consent from them. You are requested to ratify their appointment. There are no qualifications or adverse remarks in the Auditors' Report. The Notes on financial statements are self-explanatory and need no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. LOANS. GUARANTEES AND INVESTMENTS The company has not given any guarantees or securities covered under the provisions of section 186 of the Act. However, the aggregate of loans and advances granted as also investments are within the limits of Section 186 of the Act. RELATED PARTY TRANSACTIONS The Company has entered into transactions with Sara Suole Private Limited, a related party in the ordinary course of business on arms length basis as detailed in AOC-2 as per Annoxure-2. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO; (A) Conservation of energy and Technology absorption The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished since the Company has been carrying out only trading activities. (B) Foreign exchange earnings and Outgo There was no foreign exchange earnings during the year under review. However, total foreign exchange expenditure during the year under review was Rs. 15,05,58,204. RISK MANAGEMENT The Company is engaged in formulation of Risk Management Policy. DIRECTORS AND KMP During the current financial year the following changes have occurred in the constitution of directors and KMP of the company: Mr. Kayum Razak Dhanani has resigned from the Directorship of the Company w.e.f. 15th April, 2015. Your Directors have placed on record appreciation for valuable services renedered by Mr. Kayum Dhanani and Mr. Biji Paul. Your Directors have appointed Mr. Shakilbhai Memon as CEO w.e.f. 30"1 March, 2015 and accordingly he is no more independent director. DEPOSITS The company has not accepted any deposits during the year. CORPORATE SOCIAL RESPONSIBILITY The Company does not fall in the criteria of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the provisions of Sec. 135 of the Act. RATIO OF REMUNERATION TO EACH DIRECTOR Presently no remuneration is being paid to any director. Hence, the Company has no information to offer pursuant to Section 196,197 read with Schedule V of the Act. ANNUAL EVALUATION Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. CORPORATE GOVERNANCE REPORT In view of paid up equity capital and Net Worth of the Company being lesser than Rs. 10 Crores and Rs. 25 Crores respectively, Clause 49 of the Listing Agreement is not mandatorily applicable in terms of circular no. CIR/CFD/POLICYCELL/7/2014 dtd. 15.09.2014 and accordingly, Corporate Governance Report is not included in the Annual Report. DEREGISTRATION AS A SICK COMPANY The Company is deregistered as a sick company in terms of order dtd 2nd July, 2014 of BIFR and accordingly, the Company is no more sick company. INDEPENDENT DIRECTORS AND DECLARATION Mr. Mihir Mukesh Bhatia and Ms. Madhavi Harish Punjani have been appointed as the independent directors of the company as per Section 149(10) of the Companies Act, 2013 for a term of 5 consecutive years on the Board of the Company. The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013. NOMINATION AND REMUNERATION COMMITTEE The Company's Nomination and Remuneration Committee is comprised of 3 Membars pursuant to Section 178 of the Act. The Board has accepted the recommendations of the Nomination and Remuneration Committee. The table sets out the composition of the Committee: REMUNERATION POLICY Presently no remuneration is being paid to any director. Hence, the Company has no information to offer pursuant to Section 196,197 read with Schedule V of the Act. AUDIT COMMITTEE The Company's Audit Committee is comprised of 3 Members. The Board has accepted the recommendations of the Audit Committee. The table sets out the composition of the SECRETARIAL AUDIT REPORT There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation. Further the Secretarial Audit Report as provided by M/s Devesh Vimal & Co., Practicing Company Secretaries for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. (Annexure: 3) COST AUDIT There is no requirement for Cost Audit as the Company does not fulfill the criteria for the same. VIQIL MECHANISM As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the Company has been engaged in formulation of Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. ORDER OF COURT No significant or material order was passed by any regulator, court or tribunal impacting the going concern status or Company's operations in future during year under review. INTERNAL CONTROL SYSTEM ANP THEIR EFFICACY The Company has by and large adequate internal control procedures commensurate with the size of the Company and nature of business especially with regard to purchase of inventory, fixed assets and for sale of goods. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Net Loss of the Company during the financial year is Rs. 257.92 lacs. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI ( Prohibition & Insider Trading ) Regulation 2015 in place of SEBI (Prohibition & Insider Trading ) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for tealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the 'Trading Window' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. DISCLOSURE UNDER THE SEXUAL HARASSSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAUACT. 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The summary if sexual harassment complaints received and disposed off during the financial year 2014-2015 is as under: Number of Complaints Received : NIL Number of Complaints Disposed off : NIL COPE OF CONDUCT; The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management have been given appropriate training in this regard. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In view of no mandatory applicability of Clause 49 of the Listing Agreement with the Stock Exchanges in India, Management Discussion & Analysis Report as stipulated under Clause 49 of the Listing Agreement is not included. ACKNOWLEDGEMENT The Company thanks all of its Stakeholders, including inter alia Suppliers, Vendors, Investors and Bankers and to all its customers for their consistent, abiding support throughout the year. Your Company also records its appreciation for the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company. The Company would like to acknowledge its gratitude for Government and other government agencies for the support; the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come. For & on behalf of the Board of Directors Welterman International Limited Shakil Zakaria Memon DIN: 00118152 (Director & CEO) Paveet Amin DIN 3570893 (Director) Date: 14th August, 2015 Place: Vadodara |