22 Wimco Final - ITC Ltd has diversified presence in FMCG ...

REPORT OF THE BOARD OF DIRECTORS

TO THE MEMBERS OF WIMCO LIMITED

1. Your Directors submit their Report for the financial year ended 31st March, 2016.

2. COMPANY PERFORMANCE

The Company's business activities are mainly focused on fabrication and assembly of machinery for tube filling, cartoning, wrapping, material handling and conveyor solutions for the FMCG and Pharmaceutical industry.

During the year, your Company recorded a Net Revenue of ` 1,380.74 lakhs (previous year ` 1,290.45 lakhs) registering a modest growth of 7% over the previous year. The operating loss of the Company was ` 20.68 lakhs (previous year ` 47.61 lakhs).

Due to sluggish demand conditions in the FMCG and Pharmaceutical industry, the Company's order book remained relatively weak during the first half of the year with customers keeping their capital expenditure on hold. The investment climate, however, improved towards the second half of the year with customers confirming orders for packaging machines. Your Company is hopeful for a better 2016-17.

3. DIVIDEND

In view of the losses incurred, your Directors are unable to recommend any dividend for the year under review.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

During the year under review, Mr. K. N. Grant stepped down as Chairman and Director of the Company with effect from close of work on 22nd January, 2016. Your Directors place on record their appreciation for the valuable contribution made by Mr. Grant during his tenure.

Mr. R. Tandon, Director, was appointed as the Chairman of the Board of Directors of the Company (`the Board') with effect from 1st March, 2016.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 (`the Act') and Article 131 of the Articles of Association of the Company, Mr. Rajendra Kumar Singhi (DIN: 00009931), Director, will retire by rotation at the ensuing Annual General Meeting (`AGM') of the Company and, being eligible, offers himself for re-election. Your Board has recommended his re-election.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(d) Attributes, qualifications and appointment of Directors

As reported last year, the attributes and qualifications of the Independent Directors as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 were adopted by the Nomination and Remuneration Committee. The said attributes and qualifications, as applicable, were also adopted in respect of the other Directors.

Two of the Non-Executive Directors of the Company, other than the Independent Directors, are executives of ITC Limited, the Holding Company, and fulfil the fit and proper criteria for appointment as Directors. Further, all the Directors of the Company, other than the Independent Directors and the Managing Director, are liable to retire by rotation and one-third of them retire every year and are eligible for re-election.

(e) Remuneration Policy

The Remuneration Policy of the Company, for the Directors, Key Managerial Personnel and other employees as approved by the Board, is enclosed as Annexure 1 to this Report.

5. BOARD AND BOARD COMMITTEES

The Audit Committee of the Board presently comprises Mr. R. K. Singhi (Chairman), Mr. S. Banerjee and Mr. P. Chatterjee. The Nomination and Remuneration Committee of the Board comprises Mr. P. Chatterjee (Chairman), Mr. S. Banerjee and Mr. R. Tandon and the Securityholders Relationship Committee comprises Mr. R. K. Singhi (Chairman), Mr. R. Senguttuvan and Mr. R. Tandon.

During the year ended 31st March, 2016, the following meetings of the Board and Board Committees were held:

Board / Board Committee Board

Number of meetings 4

Date(s) of meeting(s)

28th April, 2015 21st August, 2015 11th December, 2015 1st March, 2016

wimco limited

Board / Board Committee Audit Committee

Nomination and Remuneration Committee Securityholders Relationship Committee

Number of meetings 2

2

8

Date(s) of meeting(s)

28th April, 2015 1st March, 2016 28th April, 2015 1st March, 2016 30th June, 2015 7th August, 2015 4th September, 2015 11th September, 2015 9th November, 2015 24th December, 2015 29th February, 2016 22nd March, 2016

The attendance of the Directors of the Company at the Board and Board Committee meetings held during the year is given below:

Sl.

Name of the

No.

Director

1. Mr. R. Tandon * 2. Mr. S. Banerjee

Board

3 4

Number of meetings attended

Audit Committee

Nomination and

Remuneration Committee

Securityholders Relationship Committee

2

2

8

2

2

N.A.

3. Mr. P. Chatterjee

4

2

2

N.A.

4. Mr. C. R. Dua

1

N.A.

N.A.

N.A.

5. Mr. D. Dutta

4

N.A.

N.A.

N.A.

6. Mr. K. N. Grant #

3

N.A.

1

N.A.

7. Mr. R. K. Singhi $

3

N.A.

N.A.

8

8. Mr. R. Senguttuvan 4

N.A.

N.A.

8

* Ceased to be Member & Chairman of the Audit Committee and Chairman of the Securityholders Relationship Committee with effect from 2nd March, 2016.

# Ceased to be Director with effect from the close of work on 22nd January, 2016.

$ Appointed Member & Chairman of the Audit Committee and Chairman of the Securityholders Relationship Committee with effect from 2nd March, 2016.

6. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm having:

i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

ii) selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for that period;

iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate or joint venture.

8. PARTICULARS OF EMPLOYEES

The relations between your Company and its employees have been cordial during the year under review. None of the employees of the Company is drawing remuneration exceeding that specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

9. RISK MANAGEMENT

The Company's risk management framework, designed to bring robustness to the risk management processes in the Company, addresses risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company.

Management of risks vests with the executive management which is responsible for the day-to-day conduct of the affairs of the Company. The

261

Internal Auditor appointed by the Board periodically carries out risk focused audits with the objective of identifying areas where risk management processes could be strengthened. Annual update is provided to the Audit Committee on the effectiveness of the Company's risk management systems and policies.

10. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with respect to the financial statements, commensurate with its size and scale of operations. The Audit Committee which provides guidance on internal controls, also reviews internal audit findings and implementation of internal audit recommendations.

During the year, the internal financial controls in the Company with respect to the financial statements were tested and no material weakness in the design or operation of such controls was observed. Nonetheless your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year ended 31st March, 2016, the Company has neither given any loan or guarantee nor has made any investment under Section 186 of the Act.

12. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2016, the Company has neither entered into any contract or arrangement with its related parties which is not at arm's length nor has the Company entered into any material contract or arrangement with them, in terms of Section 188 of the Act.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals impacting the going concern status of the Company and its future operations.

wimco limited

14. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the prescribed Form No. MGT-9 is enclosed as Annexure 2 to this Report.

15. AUDITORS

The Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants (`DHS'), were appointed with your approval at the Ninety-First AGM to hold such office till the conclusion of the Ninety-Sixth AGM. Your Board, in terms of Section 139 of the Act, has recommended for the ratification of the Members the appointment of DHS from the conclusion of the ensuing AGM till the conclusion of the Ninety-Fourth AGM. Your Board, in terms of Section 142 of the Act, has also recommended for the approval of the Members the remuneration of DHS for the financial year 2016-17. Appropriate resolution in respect of the above is appearing in the Notice convening the ensuing AGM of the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of business of your Company, no comment is required on conservation of energy and technology absorption.

During the year under review, the Company earned foreign exchange of ` 125.76 lakhs, while the total outflow of foreign exchange was ` 1.00 lakhs.

17. ACKNOWLEDGEMENT

The Board acknowledges the support of the Government, investors, banks, customers, suppliers and business associates and the dedication and hard work of its employees.

Date: 3rd May, 2016

On behalf of the Board

R. Tandon

R. Senguttuvan

Chairman Managing Director

Annexure 1 to the Report of the Board of Directors for the financial year ended 31st March, 2016

Remuneration Policy

The Company's Remuneration Strategy is designed to attract and retain talent that gives its business a unique competitive advantage and enables the Company to achieve its objectives.

The Company's Remuneration Strategy, whilst focusing on remuneration and related aspects of performance management, is aligned with and reinforces the employee value proposition of a superior quality of work life, that includes an enabling work environment, an empowering and engaging work culture and opportunities to learn and grow.

The Compensation approach endeavours to align each employee with the Company's goals.

POLICY

It is the Company's policy:

1. To ensure that its Remuneration practices support and encourage meritocracy.

2. To ensure that Remuneration is market-led and takes into account the competitive context of the Company's business.

3. To leverage Remuneration as an effective instrument to enhance performance and therefore to link the remuneration to both individual and collective performance outcomes.

4. To adopt a comprehensive approach to Remuneration in order to support a superior quality of personal and work life, in a manner so as to judiciously balance short term with long term priorities.

5. To design Remuneration practices such that they reinforce the Company's values and culture and to implement them in a manner that complies with all relevant regulatory requirements.

Remuneration of Managing / Wholetime Directors, Key Managerial Personnel and Senior Management

1. Remuneration of Key Managerial Personnel and Senior Management is determined and recommended by the Nomination and Remuneration Committee and approved by the Board. Remuneration of Managing Director / Wholetime Director / Manager is also subject to the approval of the shareholders.

2. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market.

3. Apart from fixed elements of remuneration and benefits, Key Managerial Personnel and Senior Management are also eligible for Variable Pay / Performance Bonus which is linked to their individual performance and the overall performance of the Company.

4. Remuneration of KMP on deputation from the Holding Company / subsidiary / fellow subsidiary / associate companies, is aligned to the Remuneration Policy of that company.

Remuneration of Non-Executive Directors

Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and Board Committees, the quantum of which is determined by the Board, within the limits prescribed under the Companies Act, 2013 and the Rules thereunder. Non-Executive Directors are also entitled to reimbursement of expenses for attending meetings of the Board and Board Committees and General Meetings.

Remuneration of Management Staff

1. Remuneration of Management Staff is approved by the Board on the recommendation of the Executive Management Committee.

2. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market. The quantum of revision is linked to market trends, the competitive context of the Company's business, as well as the track record of the individual employee.

3. Variable Pay cognises for the performance rating of the individual employee and the overall performance of the Company.

Remuneration of Non-Management Staff

1. Remuneration of non-management staff is market-led, leverages performance and is approved by the Executive Management Committee.

2. Remuneration of non-management unionised employees is determined through a process of negotiations with the recognised union/s or employee representatives, through a long-term agreement.

3. Remuneration, comprising fixed and variable components, is arrived at based on benchmarking with region-cum-industry practices and cognizing for market dynamics, competitiveness of the unit, overall performance of the Company's business, availability of skills, inflation/cost of living and the impact of cost escalation and productivity gains on present and future competitiveness.

262

wimco limited

Annexure 2 to the Report of the Board of Directors FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i)

CIN

ii) Registration Date

iii) Name of the Company

iv) Category / Sub-Category of the Company

v) Address of the Registered office and contact details

vi) Whether listed company vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

: U24291MH1923PLC001082 : 7th September, 1923 : Wimco Limited : Unlisted Public Company limited by shares : Indian Mercantile Chambers

R. Kamani Marg, Ballard Estate Mumbai ? 400001 Phone: 022- 6631 4504 Fax: 022- 2269 2228 : No : N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

Sl.

Name and Description of main products / services

NIC Code of the product/

No.

service

1. Fabrication / assembly of machinery, including tube filling machines, cartoning machines, wrapping machines, loading machines and conveyor solutions.

28199

% to total turnover of the Company

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.

Name and Address of

No.

the company

1. ITC Limited Virginia House, 37 Jawaharlal Nehru Road Kolkata ? 700 071

CIN/GLN L16005WB1910PLC001985

Holding/ Subsidiary/ % of shares held in the

Associate

Company

Holding company

98.21%

Applicable Section 2(46)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Shareholding:

Category of Shareholders

No. of Shares held at the beginning of the year

Demat

Physical

Total

% of Total Shares

No. of Shares held at the end of the year

Demat

Physical

Total

% of Total Shares

% Change during

the year

A. Promoters

(1) Indian a) Individual/HUF b) Central Govt. c) State Govt.(s) d) Bodies Corp. e) Banks / FI f) Any Other

? ? ? 18,50,81,193 ? ?

?

?

?

?

?

?

? 18,50,81,193

?

?

?

?

? ? ? 98.21 ? ?

? ? ? 18,50,81,193 ? ?

?

?

?

N.A.

?

?

?

N.A.

?

?

?

N.A.

? 18,50,81,193

98.21

Nil

?

?

?

N.A.

?

?

?

N.A.

Sub-total (A)(1)

18,50,81,193

- 18,50,81,193

98.21 18,50,81,193

- 18,50,81,193

98.21

Nil

(2) Foreign a) NRIs - Individuals b) Other ? Individuals c) Bodies Corp. d) Banks / FI e) Any Other

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

?

N.A.

?

?

N.A.

?

?

N.A.

?

?

N.A.

?

?

N.A.

Sub-total (A)(2)

?

?

?

?

?

?

?

?

N.A.

Total shareholding of Promoter 18,50,81,193 (A) = (A)(1)+(A)(2)

? 18,50,81,193

98.21 18,50,81,193

? 18,50,81,193

98.21

Nil

263

wimco limited

Category of Shareholders

B. Public Shareholding 1. Institutions

a) Mutual Funds b) Banks / FI c) Central Govt. d) State Govt.(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1) 2. Non-Institutions a) Bodies Corp.

i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto ` 1 lakh ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

c) Others (specify) - Non Resident Indians

Sub-total (B)(2) Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C)

No. of Shares held at the beginning of the year

Demat

Physical

Total

% of Total Shares

? 5,027

? ? ? ? ? ? ?

5,027

4,844 10,090

? ? ? ? 1,550 ? ?

16,484

4,844 15,117

? ? ? ? 1,550 ? ?

21,511

0.00 0.00

? ? ? ? 0.00 ? ?

0.01

67,569 ?

22,731 ?

15,83,479 16,49,472

90,300 ?

32,32,951

0.05 ?

1.71

?

?

?

?

23,185 16,74,233 16,79,260

10,860 16,83,063 16,99,547

34,045 33,57,296 33,78,807

?

?

?

18,67,60,453 16,99,547 18,84,60,000

0.02 1.78 1.79

?

100

No. of Shares held at the end of the year

Demat

Physical

Total

% of Total Shares

% Change during

the year

? 4,627

? ? ? ? ? ? ?

4,627

4844 10,090

? ? ? ? 1,550 ? ?

16,484

4844 14,717

? ? ? ? 1,550 ? ?

21,111

0.00 0.00

? ? ? ? 0.00 ? ?

0.01

Nil 0.00 N.A. N.A. N.A. N.A.

Nil N.A. N.A.

0.00

65,452 ?

22,731 ?

88,183 ?

15,84,900 16,48,511 32,33,411

0.05 ?

1.71

0.00 N.A.

0.00

?

?

?

?

N.A.

25,242 10,860 16,75,594 16,82,102 16,80,221 16,98,586

36,102 33,57,696 33,78,807

?

?

?

18,67,61,414 16,98,586 18,84,60,000

0.02 1.78 1.79

?

100.00

0.00 Nil Nil

N.A.

Nil

(ii) Shareholding of Promoters:

Shareholding at the beginning of the year

Sl. Shareholder's

No.

Name

No. of Shares

% of total Shares of the Company

% of Shares pledged / encumbered to total Shares

Shareholding at the end of the year

No. of Shares

% of total Shares of the

Company

% of Shares pledged / encumbered to total Shares

% change in shareholding during the year

1.

ITC Limited 18,50,81,193

98.21

Nil 18,50,81,193

98.21

Nil

Nil

(iii) Change in Promoters' Shareholding (please specify, if there is no change):

Sl. No.

At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year At the end of the year

Shareholding at the beginning of the year

No. of Shares

% of total Shares of the Company

Cumulative Shareholding during the year

No. of Shares

% of total Shares of the Company

No change during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

For each of the Top ten Shareholders

1. Rajdev Singh At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

2. Sardar Gur Bachan Singh At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

Shareholding at the beginning of the year

No. of Shares

% of total Shares of the Company

Cumulative Shareholding during the year

No. of Shares

% of total Shares of the Company

30,100 ?

0.02 N.A.

? 30,100

N.A. 0.02

13,710 ?

0.01 N.A.

? 13,710

N.A. 0.01

264

wimco limited

Sl. No.

For each of the Top ten Shareholders

3. Biren Dolatrai Nayak At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

4. Prakash T. Tulsiani At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

5. MSPL Limited At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

6. Mathura Nath Banerjee At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

7. Sardar Paramjit Singh At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

8. Cawas Mistry At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

9. S. Rajdev Singh At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

10. Rishra Investments Limited At the beginning of the year Date wise Increase / Decrease in Shareholding during the year At the end of the year

Shareholding at the beginning of the year

No. of Shares

% of total Shares of the Company

Cumulative Shareholding during the year

No. of Shares

% of total Shares of the Company

13,300 ?

0.01 N.A.

? 13,300

N.A. 0.01

12,000 ?

0.01 N.A.

? 12,000

N.A. 0.01

12,000 ?

0.01 N.A.

?12,000

N.A. 0.01

11,250 ?

0.01 N.A.

? 11,250

N.A. 0.01

10,230 ?

0.01 N.A.

? 10,230

N.A. 0.01

10,000 ?

0.01 N.A.

? 10,000

N.A. 0.01

10,000 ?

0.01 N.A.

? 10,000

N.A. 0.01

10,000 ?

0.01 N.A.

? 10,000

N.A. 0.01

(v) Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel hold any share in the Company.

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment: NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Wholetime Directors and/or Manager:

(Amount in `)

Sl.

Particulars of Remuneration

No.

1.

Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

R. Senguttuvan (Managing Director)

(refer Note 1)

?

(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961

(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961

2.

Stock Option

3.

Sweat Equity

4.

Commission

- as % of profit

- others, specify

5.

Others, please specify

Total Amount (A)

Ceiling as per the Act

? ? ? ? ?

? ? ` 30,00,000 per annum (refer Note 2)

Note 1: ITC Limited (ITC), the Holding Company, has deputed the services of Mr. R. Senguttuvan to the Company without levy of any charge. Accordingly, Mr. Senguttuvan's remuneration for the financial year ended 31st March, 2016 has been borne by ITC.

Note 2: Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the Company has not made profits during the financial year ended 31st March, 2016.

265

 ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download