WALCHANDNAGAR Directors Report

The Members of

Walchandnagar Industries Limited

The directors take pleasure in presenting the 106th Annual Report on
the business and operations of your Company together with Audited
Accounts for the year ended September 30, 2014.

1. Financial Results

The Company''s financial performance, for the year ended September 30,
2014 is summarized below:

Year ended Year ended
30.09.2014 30.09.2013
Rsin Lakhs Rsin Lakhs

Income: 64,608 73,215

Profit/(Loss) before
Depreciation, Interest,

Exceptional Item and
Exchange currency

fluctuations 2,438 (568)

Less: Interest 4,799 4,076

Depreciation 1,725 1,815

Exceptional Item (2,445) (4,175)

Profit before Exchange

Currency fluctuations (1,641) (2,284)

Less: Exchange Currency

Fluctuation Loss /(Gain) 218 1,293

Profit/(Loss) before Tax (1,859) (3,577)

Less: Tax (Net) (622) 251

Profit/(Loss) after Tax (1,237) (3,828)

During the year under review, the revenue for the year 2013-14 declined
by 11.76% to Rs.64,608 Lakhs as compared to the previous year of Rs.
73,215 Lakhs. However, there is a reduction in losses during the year
under review largely on account of the following:

- Higher contribution on account of change of sale mix & reduction in
the material costs and better value additions

- Better realization on export sales

- Better Expense Control

2. Current Year:

The orders on hand as on September 30, 2014 were at Rs. 1,376 crores as
compared to Rs. 1671 crores as on September 30, 2013.

3. Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover
of Rs. 87 Crores as against Rs. 256 Crores,

in the previous year. The export orders on hand as on September 30,
2014 are at Rs. 481 Crores. During the year, the Company executed orders
for Sugar & Boiler projects in Ethiopia & Cement machinery in Tanzania
and Niger.

4. Dividend:

During the year under review your Company has suffered a loss after tax
of Rs. (1237) Lakhs. However, your Directors are recommending Dividend
for the financial year 2013- 2014 out of accumulated Profits of the
earlier years on Equity Shares of Rs. 2/- each at Rs. 0.40 per share
equivalent to 20% (20% in the previous year) aggregating to Rs. 152.28
Lakhs. The Dividend Distribution Tax thereon works out to Rs. 30.45

5. Management Discussion & Analysis:

Detailed Management Discussion and Analysis is enclosed by way of
Annexure ''A'' to this report.

6. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during
the year under review.

(ii) Income Tax Assessments:

Consequent to the proceedings u/s 132 of the Income Tax Act, 1961
initialed by the Department in the month of December, 2012, the Company
has filed an application before the Income Tax Settlement Commission,
which has been admitted for further hearings and the proceedings are in
progress. The Income Tax liability arising thereof, relating to the
earlier years has been provided for in the books of accounts and
included under tax for earlier years in the previous year.

7. Human Resources Development:

Your Company has been successful in implementing contemporary Human
Resource practices and policies with a view to make Walchandnagar
Industries Limited a preferred employer in the heavy engineering
industry. Augmentation of critical skills and senior management talent
has been a thrust area to address immediate business needs and
succession planning.

In order to have a proper leadership pipeline, certain employees of M &
S Cadre have been identified as high potential employees after a series
of interviews and psychometric tests. Many of the identified high
potential employees have been given larger responsibilities to meet
their aspirations as well as to have more operational advantages.

Accordingly, though we are able to achieve a reduction in the manpower
cost, it was possible to position aspirational leaders at critical
leadership roles.

Internal communication has been strengthened with the help of
newsletter and new internal website (Walchand Connect).

Formation of multi-disciplinary groups has been started to achieve
specific business objectives.

8. Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:

i. In preparation of the Annual Accounts for the Financial Year
2013-2014, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures.

ii. Appropriate accounting policies have been selected and have 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 your Company as at September 30, 2014 and the loss of the Company
for the Year ended on that date.

iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.

9. Corporate Governance:

Your Company believes that Corporate Governance is the basis of
stakeholder satisfaction. The Company is committed to maintain the
highest standards of Corporate Governance and adhere to the Corporate
Governance Requirements as set out by SEBI. Your Company has obtained a
certification from M/s. K. S. Aiyar & Company, Chartered Accountants,
Statutory Auditors, on compliance with clause 49 of the listing
agreement. The Report of Corporate Governance along with Certificate
from the auditors of the Company regarding compliance of conditions of
corporate governance is enclosed by way of Annexure ''B'' to this Report.

10. Corporate Social Responsibility:

The new Companies Act, 2013 mandates that every Company, who meet
certain eligibility criteria needs to spend at least 2% of its average
net profit for the immediately preceding three financial years on
Corporate Social Responsibility activities. In view of losses,
statutorily no amount is required to be spent by the Company. However,
Corporate Social Responsibility is an integral part of the Company.

Over the years, the Company has taken and continues to take several
initiatives to support Environment, Education, Health and sports
related activities in order to fulfill its corporate social


To create health awareness in the township and nearby villages, the
Company continued to organize various health schemes during the year.
This year the Company organized a general health check up camp for
hazardous workers, ECG check up camp for employees above 50 years of
age, undertook health related sessions for women and senior citizens
and organized a Blood Donation Camp. The Company is running Hospital
at Walchandnagar which is open for nearby villagers as well as


The schools established by the Company continued to impart education up
to Higher Secondary grade to children staying in Walchandnagar and in
nearby villages. The Company currently provides education to 4482
children of which, 20% are children of employees of the company and 80
% are other children who reside in Walchandnagar & nearby villages.


To maintain a pollution free atmosphere and to spread awareness about
environment protection, we have undertaken tree plantation and
organized seminars on pollution control & on disposal of hazardous

Encouraging young talents in the field of sports:

As a part of our commitment to the Society, your Company has been
sponsoring All-India Ranking National Tennis Tournaments in Pune for
boys and girls below 16 years of age for the past seven years.

This year the tournament was held in Pune from 17th to 22nd November,
2014 wherein prominent ranking tennis players participated from all
over India.

11. Energy, Technology & Foreign Exchange:

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, information on conservation of energy,
technology absorption, foreign exchange earnings and out-go is given in
the Annexure ''C'' to this Report.

12. Personnel:

Employee relations remained harmonious and satisfactory during the year
and your Board would like to place on record their sincere appreciation
for sustained efforts and valued contribution towards growth initiative
made by all the employees of the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, forms part of this
Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the
Directors'' Report and accounts are being sent to the shareholders
excluding the statement giving particulars of employees under Section
217(2A) of the Act.

The copy of the said statement is available at the Registered Office
for inspection. Any shareholder interested in obtaining a copy of the
statement, may write to the Company Secretary at the Registered Office
of the Company.

13. Subsidiaries:

The Company does not have any subsidiary.

14. Directors:

Pursuant to Article 149 of the Articles of Association of the Company
and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due
to retire by rotation at the 106th Annual General Meeting and being
eligible, have offered himself for re-appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for
the time being in force) and pursuant to the provisions of Clause 49 of
the Listing Agreement, Mr. Dilip J. Thakkar is proposed to be appointed
as Independent Director from the conclusion of 106th Annual General
Meeting till the conclusion of the Annual General Meeting to be held in
the year 2017, and Dr. Anil Kakodkar, Mr. G. N. Bajpai, Mr. A. R.
Gandhi and Mrs. Bhavna Doshi are proposed to be appointed as
Independent Directors of the Company from the conclusion of 106th
Annual General Meeting till the conclusion of the Annual General
Meeting to be held in the year 2019, not liable to retire by rotation.

Your Board has reviewed the declarations made by the said Independent
Directors and is of the view that they meet the criteria of
Independence as provided in Section 149 of the Companies Act, 2013 and
Rules made there under, as also those prescribed under the Listing

Mr. J. L. Deshmukh resigned as a Director of the Company with effect
from November 21, 2014 due to various other responsibilities and
commitments towards family, Mr. A. U. Rijhsinghani resigned as a
Director of the Company with effect from November 30, 2014 due to the
proposed age policy for Directors of the Company which mentions the age
limit of 80 Years for appointment / continuing as a Director and Dr. P.
K. Basu, Independent Director resigned with effect from December 01,
2014 due to personal and health reasons. The Board wishes to place on
record its sincere

appreciation and gratitude for the invaluable contribution made by Mr.
J. L. Deshmukh, Mr. A. U. Rijhsinghani and Dr. P. K. Basu during their
tenure with the Company.

Brief profiles of the proposed appointees together with other
disclosures in terms of Clause 49 of the Listing Agreement are
mentioned in the Notice which is part of this Annual Report.

15. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company
will hold office till the conclusion of the 106th Annual General
Meeting and are eligible for re-appointment. The Company has received
letter from them to the effect that their re-appointment, if made,
would be within the prescribed limits under Section 141 (3)(g) of the
Companies Act, 2013 and that they are not disqualified for
re-appointment. The members are requested to appoint the Auditors and
authorise the Board to fix their remuneration.

16. Cost Auditors and Cost Audit Report

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as
Cost Auditors for conducting Cost Audit in respect of products
manufactured by the Company which are covered under the Cost Audit
Rules for current financial year ending March 2016. They were also the
cost auditors for the previous year ended September 2014. As required
by Section 148 of the Companies Act, 2013, necessary resolution has
been included in the Notice convening the Annual General Meeting,
seeking ratification by the Members to the remuneration proposed to be
paid to the Cost Auditors for the financial year ending March 2016.

The Cost Audit Reports for the financial year ended September 2014,
will be filed within the stipulated time i.e. on or before March 31,

17. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation
for the committed services by the Company''s executives, staff and

Your Directors also place on record their sincere appreciation for the
assistance and co-operation received from the banks, financial
institutions, customers, suppliers and the shareholders from time to

For & on behalf of the Board of Directors
Chakor L. Doshi

Registered Office:
3, Walchand Terraces,
Tardeo Road,
Mumbai - 400 034.

Date : November 29,2014

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.

Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

Disclosure: We, Dynamic Equities Private Limited are also engaged in Proprietory Trading apart from Client Business. In case of any complaints/grievances, clients may write to us at compliance@dynamiclevels.com

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