To,
The Members,
Welspun Corp Limited
Your Directors present their 28th Report together with the audited
financial statements of your Company for the financial year ended 31st March,
2023.
1. FINANCIAL RESULTS
|
For the year ended |
For the year ended |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from operations |
6,916.67 |
5,287.87 |
9,758.10 |
6,505.11 |
Other income |
289.73 |
482.62 |
319.98 |
551.22 |
Total income |
7,206.40 |
5,770.49 |
10,078.08 |
7,056.33 |
Profit before finance cost, depreciation
& |
965.10 |
787.02 |
804.55 |
1,022.92 |
Less : Finance costs |
149.28 |
76.88 |
243.16 |
101.89 |
Profit before depreciation & tax |
815.82 |
710.14 |
561.39 |
921.03 |
Less: Depreciation and amortization expense |
108.98 |
115.28 |
302.97 |
254.75 |
Add: Share of profit/(loss) of
joint venture and associates (net) |
- |
- |
75.21 |
(5.72) |
Profit before tax |
706.84 |
594.86 |
333.63 |
660.56 |
Less : Tax expense |
|
|
|
|
Current Tax |
149.00 |
109.46 |
170.58 |
229.71 |
Deferred Tax |
29.20 |
(0.32) |
(36.12) |
(13.32) |
Profit for the year |
528.64 |
485.72 |
199.17 |
444.17 |
Net profit/ (loss) attributable to: |
|
|
|
|
Owners |
- |
- |
206.69 |
438.81 |
Non-controlling interest |
- |
- |
(7.52) |
5.36 |
Earnings per share |
|
|
|
|
(a) Basic (in ) |
20.23 |
18.61 |
7.91 |
16.82 |
(b) Diluted (in ) |
20.17 |
18.57 |
7.89 |
16.77 |
Appropriations to Reserves: |
|
|
|
|
Opening balance in Retained Earnings |
1,955.99 |
1,598.81 |
2,825.53 |
2,519.69 |
Profit for the year |
528.64 |
485.72 |
206.69 |
438.81 |
Re-measurements of
post-employment benefit obligations, net of tax |
0.05 |
1.93 |
(0.07) |
1.40 |
Share of OCI of Joint ventures and associates |
- |
- |
(0.44) |
(0.43) |
Dividend on equity shares |
(130.47) |
(130.47) |
(130.47) |
(130.47) |
Share issue expenses during the year |
- |
- |
(0.11) |
(3.48) |
Closing balance in Retained Earnings |
2,354.21 |
1,955.99 |
2,901.12 |
2,825.52 |
2. HIGHLIGHTS FOR THE YEAR & OUTLOOK.
(a) Sales highlights for the year under the Report are as under:
Product |
Standalone (in MT) |
Consolidated(in MT) |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Line Pipes |
5,72,514 |
5,06,483 |
10,01,262 |
7,95,826 |
SS Pipes |
- |
- |
4,059 |
2,915 |
DI Pipes |
- |
- |
34,383 |
- |
SS Bars |
- |
- |
6,869 |
1,531 |
Billet |
1,36,222 |
1,11,738 |
1,36,222 |
1,11,738 |
TMT Bars |
- |
- |
17,717 |
- |
Sponge Iron |
33,157 |
17,625 |
33,157 |
17,625 |
Pig Iron |
- |
- |
1,58,052 |
- |
Hot Metal |
- |
- |
53,899 |
- |
(b) The year under Report was a successful year for your Company as it
executed upon its
Business Growth & Diversification Strategy.
Your company completed the acquisition of the Plastic Products business
of Sintex BAPL
Limited & Specified Assets of ABG Shipyard
Limited. The traditional business of Line Pipes demonstrated a steady
performance while significant strides were made in stabilizing and ramping up the Ductile
Iron Pipes, TMT Bars and Stainless Steel businesses.
(c) Pig Iron, Ductile Iron Pipe and TMT Bar facilities in Anjar
As mentioned in the previous report, the Company's wholly owned
subsidiaries commissioned state-of-the-art Blast Furnace, Sinter plant, Coke Oven, TMT
Bars and DI Pipes facilities during FY 2022-23.
The Blast Furnace can produce approximately 500,000 MT of Hot Metal per
annum which will primarily be used for manufacturing Ductile Iron (DI) Pipes and balance
for Pig Iron.
The Coke Oven facility has a production capacity of approximately
210,000 MT per annum of Coke which will primarily be used in the Blast Furnace for
manufacturing of Hot Metal. This will help with continuous supply of high-quality coke at
a competitive cost to run the plant efficiently.
The Ductile Iron Pipe plant can produce 400,000 MT of Ductile Iron
Pipes and the integrated complex is equipped with the latest cutting-edge technology. The
facility has recently received BIS certification as well.
Production capacity is being ramped up on gradual basis.
The TMT bar manufacturing facility has a capacity of 350,000 MT per
annum. The Company has an existing manufacturing setup of BIS Certified Steel Billets and
Direct
Reduced Iron which will be used as inputs for the manufacture of TMT
bars.
The DI pipes and the TMT bars are a natural fit for the expansion of
your Company's product portfolio and have good synergies with the Company's
existing business. These plants with best in class equipment and technology, world class
processes and quality standards will further strengthen your Company's efforts in
providing access to safe, reliable and clean drinking water for all, and in developing
nation's infrastructure.
During the few months of its commencement, the Pig Iron facility has
received multiple export orders of ~43 KMT for Pig Iron across South East Asia and Europe.
(d) Acquisition of the Specified Assets of ABG
Shipyard Limited
During the year under Report, your Company has received the possession
of moveable properties (partially built ships, metal and scrap) from the Liquidator of ABG
Shipyard Limited (a company under liquidation) at a consideration of 589 crore. Further,
the Company's wholly owned subsidiary i.e. Nauyaan Shipyard Private Limited
("Nauyaan") has received the possession of immovable property at Dahej, Gujarat
from the Liquidator of ABG Shipyard Limited at a consideration of 70 crore. The
partially built ships, equipment and metal scrap acquired under the Company is estimated
to be over ~ 150,000 MT. It is estimated that the Metal/ Metal scrap not required for
business purposes will be disposed over 12-15 months. During this period, we will evaluate
new business areas like ship re-cycling and ship repair which will not require any major
capex.
During the next few quarters, your Company's management will
evaluate and study potential new business areas like Green Steel, Defense Ship Building,
Off-shore wind and O&G structures etc. to ensure optimal utilization of assets.
(e) Acquisitions of Sintex-BAPL Limited and Sintex Prefab Infra
Limited by the subsidiaries
As mentioned in the previous report, to implement the strategy of
creating a diversified product portfolio, repurposing its business to add new target
segments, expanding its offerings to address both the B2B and B2C markets, and making
well-considered strategic acquisitions to expand its base, enhance its brand, penetrate
new markets, build a distribution network and provide opportunities to develop new
products, your Company's Board is pleased to inform that:-
Big Shot Infra Facilities Private Limited ("Big Shot") (a
wholly owned subsidiary of the Company has acquired Sintex Prefab Infra Limited
("SPIL") in terms of the resolution plan submitted for SPIL and as approved by
the Hon'ble National Company Law Tribunal, Ahmedabad by its order dated December 21,
2022 ("Resolution Plan"). The acquisition consideration was discharged to the
creditors of SPIL for an amount aggregating 30 Crore in the form of Upfront Cash.
Further, SPIL entered into definitive documents for discharge of deferred consideration
with the lenders for 20 Crore in the form of unsecured loan to be discharged at earlier
of a) 3 years from the Effective Date (February 24, 2023) or b) upon monetization of
identifiedproperties. Pursuant to the said implementation and in accordance with the
Scheme of Arrangement provided under the Resolution Plan, Big Shot has been merged with
SPIL with effect from February 24, 2023 and consequent to the merger, SPIL has become a
wholly owned subsidiary of the Company.
Propel Plastic Products Private Limited ("Propel") (a wholly
owned subsidiary of the Company, has acquired Sintex-BAPL Limited in terms of the
resolution plan submitted by the Consortium for SBAPL and as approved by the Hon'ble
National Company Law Tribunal, Ahmedabad by its order dated March 17, 2023. Propel has
discharged the consideration to the creditors of SBAPL for an amount aggregating 1,251
Crore in the form of Upfront Cash in terms of the Approved Resolution Plan. Pursuant to
the implementation of the Resolution Plan, Propel has been merged with SBAPL with effect
from March 29, 2023 and consequent to the merger, SBAPL has become a wholly owned
subsidiary of the Company with effect from the said date. Further, as required under the
Resolution Plan, the Auto Components Business of SBAPL is transferred to bidding
consortium member effective March 29, 2023.
(f) Sale of Dahej Unit
During the year under Report, your Company sold land and civil
structures, situated at Dahej unit of the Company in the state of Gujarat and had received
125.6 crores as the consideration from the Buyer.
The said unit comprises of insignificant portion of the operations of
the Company and the management feels that the transaction would not have any material and
adverse effect on operations of the Company.
(g) Scheme of Arrangement between Welspun Metallics Limited
("the Transferor Company") and Welspun Corp Limited ("the Tranferee
Company") and their respective shareholders ("the Scheme").
Your Board of Directors have, inter alia, considered and decided to
propose to National Company Law Tribunal ("NCLT") for its approval a Scheme
under Sections 230-232 of the Companies Act, 2013.
The Scheme, inter alia, provides for transfer and vesting of the entire
assets and liabilities of the Transferor Company in the Company with effect from the
Appointed Date of April 1, 2022. As the entire share capital of the Transferor Company is
held by your Company, upon the Scheme becoming effective, no shares of your Company shall
be issued and allotted and the investment by the Company in the Transferor Company shall
stand cancelled on the Effective Date (as defined in the Scheme) without any further act,
instrument or deed.
The Scheme is expected to achieve the following: (i) The Transferor
Company and the Transferee Company are engaged in the business of manufacture and sale of
steel and steel products and their proposed merger will create synergies between the
businesses, including by pooling of their financial, managerial, technical, distribution,
marketing and other resources. The proposed merger is expected to, inter-alia, result in
reduction of costs, better alignment, coordination and streamlining of day-today
operations of the units; (ii) The consolidation will result in earning predictability,
stronger revenue and improved competitiveness, with diversification in product portfolio
thereby reducing business risks for the benefit of the shareholders. This will result in
strong presence across market segments, provide access to new markets and product
offerings along-with better bargaining power with customers / suppliers; (iii)
Consolidation and optimization of stockyards could significantly reduce logistics and
distribution costs for both companies. Clubbing of shipments may help reduce shipping
costs, port terminal charges and ocean freight; (iv) Greater economies of scale and
operational efficiencies which will provide a larger and stronger base for potential
future growth; (v) The Transferor Company is a new company which is yet stabilizing
production and scaling up, while the Transferee Company is an existing stable company with
a strong balance sheet, and by merging the Transferor Company with the Transferee Company
there are many cost reductions and efficiencies that can be created; (vi) Presently the
loan borrowed by the Transferor Company are guaranteed by the Transferee Company and has
higher cost of debt. The proposed merger will enable raising funds at relatively lower
cost by leveraging on the strong fundamentals of the Transferee Company; (vii)
Streamlining the structure of the Transferee Company and making it simple and transparent;
and
(viii) Reducing the multiplicities of legal and regulatory compliances
(h) Scheme of Arrangement between Mahatva Plastic Products and
Building Materials Private Limited ("the Transferor Company") and Sintex-BAPL
Limited ("the Transferee Company")andtheirrespectiveshareholders ("the
Scheme").
The Board of Mahatva Plastic Products and Building Materials Private
Limited and Sintex-BAPL Limited (both wholly-owned subsidiaries of the Company) have,
inter alia, considered and approved the Scheme of Amalgamation of Mahatva Plastic Products
and Building Materials Private Limited ("the Transferor Company") with
Sintex-BAPL Limited ("the Transferee Company") and their respective shareholders
(the "Scheme"), by way of merger by absorption pursuant to a scheme of
amalgamation under the provisions of Sections 230 - 232 of the Companies Act, 2013 and
other applicable regulatory requirements.
The Scheme, inter alia, provides for transfer and vesting of the entire
assets and liabilities of the Transferor Company in the Transferee Company with effect
from the Appointed Date of opening hours of March 29, 2023.
Upon the coming into effect of the Scheme, the Transferee Company shall
without any further application or deed, issue and allot shares as fully paid up to the
shareholders of the Transferor Company, whose names appear in the register of members of
the Transferor Company as on the Effective Date or to their successors-in-title, as the
case may be, in the following manner:
"1 (One) equity share of the Transferee Company of the face value
of INR 10 (Rupees Ten Only) each fully paid up, shall be issued and allotted for every 1
equity share of the Transferor Company of the face value of INR 10/- (Rupees Ten Only)
each fully paid"
The Scheme is expected to achieve the following: (i) The Transferor
Company was incorporated inter alia for the purposes of acquisition of the Transferee
Company and / or acquisition of the loans / debentures of the Transferee Company. The
Transferor Company has completed the acquisition of the debentures and Corporate
Insolvency Resolution Process in respect of the Transferee Company is completed;
(ii) Currently, the Transferor Company and the Transferee Company are
held by a common holding company and are part of the same group. The proposed merger will
eliminate the inter-company transactions and investments for the group and will help in
streamlining the structure (as there is no requirement of the Transferor Company) and
making it simple and transparent; and (iii) Reducing the multiplicities of legal and
regulatory compliances.
(i) ESG Initiatives
In continuation to the ESG initiatives undertaken by your Company
during the year bygone, your Company has published its maiden Sustainability Report for FY
2021-22, comprehensively reporting its sustainability performance across the environment,
social, and governance domains, highlighting the progress made by the Company over its
sustainability goals and its alignment with global frameworks like the GRI, UN SDGs, and
SASB standards.
In addition, your Company published it's first-ever Tax
Transparency Report, explaining not only your Company's compliance with tax laws and
disclosure requirements and guidelines, but also your Company's overall approach that
sets the context for our tax liabilities. The voluntary disclosures through this report
demonstrate that your Company strives to uphold the highest standards of tax transparency.
Your Company was ranked in the Top 7 Percent in Global Steel Industry
in S&P Global's DJSI Corporate Sustainability Assessment.
(j) Outlook
The business outlook for your company remains promising. The Government
of India has set a target to raise the share of natural gas in the energy mix from the
current 6% to 15% by 2030. Gas demand will be driven by Fertilizers, City Gas Distribution
Players,
Petrochemicals and Refineries. This will result in continuously
expanding the gas and City Gas Distribution pipeline network on Pan India basis, and will
be a key driver for the growth of the line pipe industry.
There is a strong intent to meet the ambitious targets as envisaged in
various Government schemes. The focus by both the Central and State Governments on
developing water infrastructure is expected to drive the demand for large diameter HSAW
pipes and DI Pipes.
In the US after years of under-investment in oil and gas exploration
and infrastructure, the focus is on boosting its oil and gas supply to cater to domestic
energy needs as well as for exports to cater the energy needs in Europe. Your
Company's HSAW plant in the US is fully booked till December 2023. The current
business environment is favorable and active discussions are on to book new orders beyond
2023.
The newly commissioned state-of-the-art TMT plant, having a capacity of
350,000 MT, has received the BIS certification and commenced dispatches. The key growth
drivers are spend on infrastructure, housing and construction. The key target market is
Gujarat which has a consistent annual demand of 3 million MT per annum, of which only ~ 2
million MT is produced in the state. Your Company is confident to establish its product as
a leading
B2C brand in its target markets.
The Stainless Steel business has seen a strong turnaround in
performance, both operational and financial. The improved performance is expected to
sustain, on the back of several new customer approvals, accreditations, development of new
products and penetrating new markets.
Sintex is a National brand with a premium positioning. It is the best
known brand for water storage tanks in India with the brand connect being synonymous with
Water tanks. Every effort is being made to increase the market share in FY24 by
re-energizing the distribution network, product & brand positioning and combining this
with Supply
Chain efficiencies.
. RESERVES, DIVIDEND & DIVIDEND POLICY.
The Board is pleased to recommend a dividend
@ 100% for the year ended March 31, 2023 i.e.
5.00 per equity share of 5/- each fully paid-up out of the net
profits for the year. In respect of the dividend declared for the previous financial
years,
73,68,780 remained unclaimed as on March 31, 2023.
The equity dividend outgo for the Financial Year 2022-23 would absorb a
sum of 130.76 crores as against 130.47 crores comprising the dividend of 5.00 per
Ordinary (Equity) Share of the face value of 5/- for the previous year. Dividend will be
payable subject to approval of members at the ensuing Annual General Meeting and deduction
of tax at source to those Shareholders whose names appear in the Register of Members as on
the Record Date.
During the year under Report, the Company has transferred dividend of
4,36,335 remaining unclaimed for the financial year 2014-15 to the
Investor Education and Protection Fund. Detail of unclaimed dividend is
available on the website of the Company at the web-link: "http://www.
welspuncorp.com" under the tab "Investors -> Unclaimed Dividend"
https://www.welspuncorp.com/unclaimed-dividend.php
The Board does not propose to transfer any amount to General Reserves.
In terms of the Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors approved and adopted
Dividend Distribution Policy of the Company setting out the parameters and circumstances
that will be taken into account by the Board in determining the distribution of dividend
to the shareholders and/ or retaining isthe profits annexed to this Report as Annexure
1 and is also available on the website of the Company at the web-link:
"http://www.welspuncorp.com" under the tab "Investors -> Company
Policies"
https://www.welspuncorp.com/uploads/investor_
data/investorreport__116.pdf
4. INTERNAL CONTROLS & INTERNAL AUDIT
Your Company has adequate internal control system, which is
commensurate with the size, scale and complexity of its operations. Your Company has a
process in place to continuously monitor existing controls and identify gaps and implement
new and / or improved controls wherever the effect of such gaps would have a material
impact on your Company's operation. The controls were tested during the year under
Report and no reportable material weaknesses either in their design or operations were
observed. In other observations, appropriate corrective actions were taken as advised by
the Audit Committee.
At the beginning of each financial year, a risk-based annual audit plan
is rolled out after it is approved by the Audit Committee and the Board. The audit plan
aims to evaluate the efficacy and adequacy of the internal control system(s) and
compliance(s) thereof, robustness of internal processes, policies and accounting
procedures, compliance with laws and regulations.
The Internal Audit is carried by independent external audit firm
consisting of qualified accountants, domain & industry experts, fraud risk and
information technology specialists.
Based on the reports of internal auditor, corrective actions are taken,
wherever required. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
5. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR
PERFORMANCE
Welspun Tradings Limited, a wholly owned subsidiary and a
trading arm of the Company, has reported a Revenue of 369.81 crores in the current year
as compared to 162.35 crores in the previous year, registering an increase of 127.79%.
Its profit after tax is
14.05 crores as compared to 3.89 crores in the previous year,
registering an increase of 261.18%.
Welspun Wasco Coatings Private Limited, a joint-venture and
subsidiary (51% holding by the Company), engaged in concrete weight coating, has reported
a Revenue of 12.85 crore in the current year as compared to
27.17 crore in the previous year, registering a decrease of 52.71%.
Its loss after tax is
2.32 crore as compared to 32.22 crore in the previous year.
Welspun Pipes Inc., Welspun Tubular LLC and Welspun Global Trade LLC,
are wholly owned subsidiaries in the USA. Welspun Pipes Inc. which is holding investment
in Welspun Tubular LLC and Welspun Global Trade LLC has reported a consolidated Revenue of
1,548.72 crores in the current year as compared to 1,163.02 crores in the previous
year, registering an increase of 33%. Its consolidated loss after tax is 52.53 crores as
compared to Profit after tax of 84.21 crores in the previous year.
Welspun Mauritius Holdings Limited, a subsidiary in Mauritius
holding investment in pipes & coating business in the Kingdom of Saudi Arabia has
reported a Revenue of Nil in the current year as well as previous year. Its loss after tax
is after
17.15 crores as compared to profit of 249.52 crores in the previous
year mainly due to sale of equity share of East Pipes Integrated Company for
Industry in FY 2021-22.
Welspun Metallics Limited, a wholly owned subsidiary engaged in
productionAfterTaxin theof hot metal has reported a Revenue of 968.72 crores in the
current year as compared to
62.88 crores in the previous year, an increase of 1441%. Its loss
after tax is 271.15 crores as compared to 10.67 crores in the previous year,
registering an increase of 2441%.
Welspun DI Pipes Limited, a wholly owned subsidiary engaged in
production of DI Pipes has reported a Revenue of 265.72 crores in the current year as
compared to 0.27 crores in the previous year, an increase of 98315%. Its loss after tax
is 22.68 crores as compared to
4.30 crores in the previous year, registering an increase of 427%.
Anjar TMT Steel Private Limited, a wholly owned subsidiary
engaged in production of Billets and TMT Bars has reported a Revenue of 138.88 crores in
the current year as compared to Nil in the previous year. Its loss after tax is 13.21
crores as compared to
0.67 crores in the previous year, registering an increase of 1872%.
Welspun Specialty Solutions Limited a subsidiary engaged in
business of specialty steel & tubes has reported a Revenue of 417.83croresinthecurrentyearascomparedto
163.29 crores in the previous year, an increase of 156%. Its
profit/(loss) after tax is (13.74) crores as compared to loss of (32.44) crores in the
previous year, registering a decrease in loss of 57.66%.
Sintex Prefab and Infra Limited, a wholly owned subsidiary with
the objective of engaging in business of pre-fabricated Structures, Infra Project Services
and turnkey projects in India has reported Nil Revenue in the current year and the
previous year. Its loss after tax is (0.38) crores as compared to 0.00* crores in the
previous year.. Sintex Prefab and Infra Limited become a wholly owned subsidiary of the
Company w.e.f. February 24, 2023.
* amount is below rounding off norms.
Sintex-BAPLLimited,awhollyownedsubsidiary engaged in business of
manufacturing of polymer and polymer products has reported a Revenue of 9 crores in the
current year. Its profit 1.16 crores. Sintex-BAPL Limited become a wholly owned
subsidiary of the Company w.e.f. March 29, 2023.
Sintex Holdings BV, a step down wholly owned subsidiary in
Netherlands acts as a finance company, has reported Nil Revenue and Profit previous year.
Sintex Holdings BV become a wholly owned subsidiary of the Company w.e.f. March 29, 2023.
Sintex Logistics LLC, a step down wholly owned subsidiary in the
USA is marketing and business development outfit which is sourcing solutions from the
Indian operations for its US clients has reported a Revenue of 1.16 crores in the
current year. Its profit after tax is
0.18 crores. Sintex Logistics LLC become a wholly owned subsidiary of
the Company w.e.f. March 29, 2023.
Nauyaan Shipyard Private Limited, a wholly owned subsidiary and
SPV with the object of acquiring immovable assets from liquidator of ABG Shipyard Limited
has reported Nil Revenue in the current year. Its loss after tax is 5.08 crores. Nauyaan
Shipyard Private Limited become a wholly owned subsidiary of the Company w.e.f. September
19, 2022.
Mahatva Plastic Products and Building Materials Private Limited,
a wholly owned subsidiary and SPV with the object of purchasing NCDs of Sintex-BAPL
Limited for the purpose of acquisition of Sintex-BAPL Limited has reported Nil Revenue in
the current year and the previous year. Its profit after tax is 15.44 crores as compared
to loss after tax 0.03 crores in the previous year. Mahatva Plastic Products and
Building Materials Private Limited become a wholly owned subsidiary of the Company w.e.f.
November 26, 2021.
Welspun Captive Power Generation Limited, an associate (21%
shareholding) of the Company engaged in business of generation of power for captive
consumption of its shareholders has reported a Revenue of
290.51 crores in the current year as compared to 437.21 crores in
the previous year, a decrease of 33.55%. Its profit after tax is 11.86 crores as compared
to 17.63 crores in the previous year, registering a decrease of 32.73%.
Clean Max Dhyuthi Private Limited, an associate (26%
shareholding) of Welspun Metallics Limited, a wholly owned subsidiary of the Company
engaged in business of generation of power for captive consumption of its shareholders has
reported a Nil Revenue and loss after tax of 0.02 crores in the current year. It's
a newly incorporated Company and become associate of the Company w.e.f. July 28,
2022.
East Pipes Integrated Company for Industry, an associate (35.01%
shareholding) of the Company engaged in business of manufacturing and coating of pipes has
reported a Revenue of 3,088.72 crores in the current year as compared to 1,187.32
crores in the previous year, an increase of 160%. Its profit after tax is 214.18 crores
as compared to loss of 6.45 crores in the previous year.
During the year under report, pursuant to the resolution plan submitted
by True Guard Realcon Private Limited for Sintex Prefab and Infra Limited as approved by
Hon'ble National Company Law Tribunal ("NCLT") Ahmedabad Bench vide
its order dated December 21, 2022 passed in I.A./ 404 (AHM)/ 2022 in C.P. (IB) No. 321 of
2020 ("Resolution Plan"), Big Shot Infra Facilities Private Limited, a
wholly owned subsidiary of the Company got merged in to Sintex Prefab and Infra Limited
and ceased to exist w.e.f. February 24, 2023.
During the year under report, pursuant to the approval of the
resolution plan dated January 25, 2023 (as amended by the addendum dated January 28, 2023)
("Resolution Plan") submitted by the consortium of Propel Plastic Products
Private Limited (The Implementing Entity) and Plastauto Private Limited (earlier known as
Tubular Pipes Private Limited) (together, "Consortium" or "Resolution
Applicants") duly approved by the Committee of Creditors (CoC) of Sintex-BAPL Limited
on February 6, 2023 and the Hon'ble National Company Law Tribunal, Ahmedabad Bench
("NCLT") vide its order dated March 17, 2023
("PlanApprovalOrder")inaccordancewiththe provisions of the Insolvency and
Bankruptcy Code 2016 ("Code"), Propel Plastic Products Private Limited , a
wholly owned subsidiary of the Company got merged in to Sintex-BAPL Limited and ceased to
exist w.e.f. March 29, 2023.
A report on the performance and financial position of each of the
subsidiaries, joint venture and associate companies included in the consolidated financial
statement is presented in Form AOC-1 annexed to this Report as Annexure - 2.
Financial statements of the subsidiaries and joint venture are hosted
on the website at the web-link: "http://www.welspuncorp. com" under the tab
"Investors -> Subsidiary Accounts".
https://www.welspuncorp.com/subsidiary-accounts.php
6. DEPOSITS
The Company has not accepted any deposit within the meaning of the
Chapter V to the Companies Act, 2013. Further, no amount on account of principal or
interest on deposit was outstanding as at the end of the year under report.
7. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL
ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A)
During the financial year under review, no funds have been raised by
the Company through preferential allotment or qualified institutions placement, and no
such funds raised during the preceding years were lying unutilized as at the beginning of
the financial year under review.
8. AUDITORS i) Statutory Auditors:
Your Company's Auditors M/s. Price Waterhouse Chartered
Accountants LLP, who have given their consent and confirmation of qualification for
re-appointment as the
Statutory Auditors have been re-appointed for second term ending on the
conclusion of the 29th Annual General Meeting. The remuneration approved by the
Board for the Financial Year 2023-24 is 1.785 crores p.a. plus applicable taxes (subject
to deduction of tax as may be applicable) and travelling and out-of-pocket expenses.
However, in view of increase in the activities due to various acquisitions, the
remuneration for the Financial Year 2022-23 is proposed to be
1.985 crores.
Total fees for all services paid by the Company and its subsidiaries,
on a consolidated basis, to the statutory auditor and all entities in the network
firm/network entity of which the statutory auditor is a part during the financial year
under Report is 3.55 crores.
ii) Cost Auditors:
The Board had appointed M/s. Kiran J. Mehta
& Co, Cost Accountants (Firm Registration No. 000025), as Cost
Auditor for conducting the audit of cost records of the Company for the Financial Year
2022-23.
The Board of Directors on the recommendation of the Audit Committee,
appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025),
as the Cost Auditors of the Company for the Financial Year 2023-24 under section 148 of
the Companies Act, 2013. M/s. Kiran J. Mehta
& Co, Cost Accountants have confirmed that their appointment is
within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified
that they are free from any disqualifications specified under section
141(3) and proviso to section 148(3) read with section 141(4) of the
Companies Act, 2013.
As per the provisions of the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be placed before the Members in a General
Meeting for their ratification. Accordingly the members are requested to approve their
remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit
and Auditors) Rules, 2015 as included in the Notice convening the Annual General Meeting.
iii) Secretarial Auditors:
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Mihen Halani & Associates, Practicing Company Secretary
(Certificate of Practice Number: 12015) to undertake the Secretarial
Audit of the Company, for the Financial Year 2022-23.
As per the rotation policy of the Company, the Board of Directors have
appointed M/s. M. Siroya and Company, Practicing Company Secretary, as the Secretarial
Auditor of your Company for the Financial Year 2023-24.
9. AUDITORS' REPORT
(a) Statutory Auditors' Report:
The Auditor's observations read with Notes to Accounts are
self-explanatory and therefore do not call for any comment.
(b) Cost Audit Report :
As required under the Companies (Accounts) Rules, 2014, the cost
accounting records, as specified by the Central Government under
Section 148(1) of the Companies Act, 2013, were made and maintained by
the Company.
The Company had appointed M/s. Kiran J. Mehta & Co., Cost
Accountants as the Cost Auditors of the Company for auditing cost accounting records for
the financial year
2022-23. The Cost Audit Report for the year
2021-22 was e-filed on August 24, 2022. The Cost Audit for the
financial year 2022-23 is in progress and the report will be e-filed
Ministry of Corporate Affairs, Government of India, in due course.
(c) Secretarial Audit Report :
Secretarial Audit Report given by M/s. Mihen Halani & Associates,
Company Secretaries is annexed with the Report as Annexure 3. The Report, read with
the annexure thereto, contain following statement of facts, which are explained /
commented by the Board as under:-
Due to resignation of Mr. Dogra from independent directorship of the
Company w.e.f. 14.03.2023, composition of the Audit Committee was not in compliance with
the regulation 18(1)(a) of the SEBI (LODR), Regulations, 2015 from 14.03.2023 till
31.03.2023. However, the Company has re-constituted the Audit Committee by inducting Mr.
Anjani Agrawal as a member of Audit Committee w.e.f. 01.04.2023, who has been appointed as
an independent director of the Company w.e.f. April 1, 2023.
The Board noted that the vacancy in the Audit Committee was caused due
to the resignation tendered by an independent director and a member of the Committee,
which was then filled within the time prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and therefore, as such, there was no
non-compliance.
The Company has paid fine of 2,360 levied by BSE Limited for delay in
furnishing prior intimation with respect to date of payment of interest to Non-Convertible
Debenture holders (paid in the month of February 2021 and May 2021) under regulation 50(1)
of the SEBI LODR Regulations, 2015.
The Board noted the inadvertent delay and recommended furnishing the
intimation with respect to date of payment of interest to Non-Convertible Debenture
holders of all series of
NCDs at the beginning of the financial year.
The Company has undertaken an audit for the Financial Year 2022-23 for
all applicable compliances as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual
Secretarial
Compliance Certificate duly signed by
M/s. Mihen Halani & Associates, Company Secretaries has been
submitted to the Stock Exchanges and is annexed at Annexure 4 to this Board's
Report. For explanation and comments of the Board on the statement of facts with respect
to imposition of penalty of 2,360 by BSE Limited as reported in the
Annual Secretarial Compliance Certificate, please refer to the para
above.
There is no Material Unlisted Indian Subsidiary of the Company as on
March 31, 2023 and as such the requirement under Regulation 24A of the Listing Regulations
regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable
to the Company for the Financial Year 2022-23.
(d) Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, the Cost Auditors
and the Secretarial Auditor have not reported any instances of frauds committed in the
Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Companies Act, 2013.
10. SHARE CAPITAL & LISTING
A) The Company does not have any equity shares with differential
rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 are not required. Further, the Company has not issued any sweat
equity shares and hence no disclosure is required under Rule 8 (13) of Companies (Share
Capital and Debentures) Rules, 2014.
B) The Company had granted stock options during the financial year
2018-19 and the financial year 2022-23. Disclosure as required under Regulation 14 of the
SEBI (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021, Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Part-F of
Schedule I to the SEBI (Share Based Employee Benefits & Sweat
Equity) Regulations, 2021 are as under:
(I) A description of each ESOS that existed at any time during the
year, including the general terms and conditions of each ESOS, including
(a) Name of the ESOP Plan |
Welspun
Employee Stock Option Plan |
Welspun Employee Stock
Option Plan |
Welspun Corp Employee
Benefit Scheme 2022 |
(b) Date of shareholders'
approval |
September 30, 2005 |
July 29, 2022 |
(c) Total number of options
approved under ESOS |
5,614,752 |
1,30,00,000 |
(d) Vesting requirements |
30% on end of
one year from the date of grant; 35% on end of second year from the date of grant and 35%
on end of third year from the date of grant. |
25% each year on and from
the end of one year from the date of grant. |
(e) Exercise price or pricing |
|
100/- |
The exercise price shall be |
formula |
|
|
decided by the Nomination |
|
|
|
& Remuneration Committee) |
|
|
|
subject to minimum of face |
|
|
|
value i.e. 5 per Share |
(f) Maximum term of options |
3 years from vesting date |
3 years from vesting date |
granted |
|
|
|
(g) Method of Settlement |
|
Equity |
Equity |
(h) Source of shares
(primary, secondary or combination) |
|
Primary |
Either by way of Secondary
acquisition from the market and/or direct allotment from the Company |
(i) Variation in terms of
options |
No modifications
were made to the schemes duringNo modifications were made the year except change in the
Exercise Price to the schemes during the from market linked exercise price to fixed
exercise year. |
|
price of "
100/- per ESOP" was approved by the Shareholders at the Annual General Meeting held |
The scheme is in compliance
with the regulations. |
|
on July 29, 2022.
The scheme is in compliance with the regulations. |
|
(II) Method used to account for ESOS - Intrinsic or fair value.
Welspun Employee |
Welspun Employee Welspun Corp
Employee |
Stock Option Plan |
Stock Option Plan |
Benefit Scheme 2022 |
T h e C o m p a n y h a s re
c o g n i z e d compensation cost using fair value |
The Company has
The Company has recognized compensation recognized compensation cost using fair value cost
using fair value method method of accounting. of accounting. The Company |
method of accounting. The
Company has recognized stock option compensation cost of NIL in the statement of profit
and loss for theloss for the financial year financial year 2022-23. |
The Company has
has recognized stock option recognized stock option compensation cost of NIL
compensation cost in the statement of profit of 5.58 crores in the and loss for the
financial year statement of profit and2022-23. 2022-23. |
(III) Where the company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed.
|
The Company
accounted for employee compensation cost on the basis of fair value of the options. |
The Company accounted for
employee compensation cost on the basis of fair value of the options. |
(IV) Option movement during the year |
|
|
|
Number of options outstanding
at the beginning of the period |
1,935,000 |
Nil |
1,30,00,000 |
Options granted |
Nil |
11,00,000 |
Nil |
Options forfeited / lapsed |
10,000 |
Nil |
Not applicable |
Options vested |
Nil |
Nil |
Not applicable |
Options exercised |
5,80,000 |
Nil |
Not applicable |
The total number of shares |
5,80,000 |
Equity shares Not Applicable |
Not applicable |
arising as a result of exercise |
were allotted |
during FY |
|
of option |
2022-23 for |
5,80,000 |
|
|
FY 2022-23. |
ESOPs exercised during |
|
The exercise price |
100/- |
100/- |
Not applicable |
Money realized by exercise of
options |
5,80,00,000 |
Not Applicable |
Not applicable |
Loan repaid by the Trust
during the year from exercise price received |
Not applicable |
Not applicable |
Not applicable |
Number of options outstanding
at the end of the year |
13,45,000 |
11,00,000 |
Not applicable |
Number of options exercisable
at the end of the year/total number of options in force |
13,45,000 |
Not applicable |
Not applicable |
Employee wise details of options granted to:-
Key managerial personnel |
Granted during the financial
year 2018-19: |
Granted during the
Not applicable financial year 2022-23: |
|
Mr. Vipul Mathur, MD & |
Mr. Vipul Mathur, MD & |
|
CEO 15,00,000 |
CEO 11,00,000 |
Any other employee who
receives a grant of options in any one year of option |
Granted during the financial
year 2018-19: |
Not applicable |
Not applicable |
amounting to five percent or
more of options granted |
Mr. Godfrey John - CEO
(Pipes) : |
|
|
during that year |
150,000 |
|
|
|
Mr. T. S. Kathayat - President
& Global Operation Head |
|
|
|
- Pipe Business :150,000 |
|
|
|
Mr. Chintan Thaker- Head -
Corporate Affairs and Strategic Planning Cell: 150,000 |
|
|
Identified employees who were
granted option, during any one year, equal to or exceeding one percent of the issued
capital (excluding outstanding warrants and conversions) of the company at the time of
grant. |
Nil |
Nil |
Nil |
Diluted Earnings Per Share
(EPS) pursuant to issue of shares on exercise of option calculated in accordance with
Accounting Standard (AS) 20 "Earnings Per Share". |
20.17 |
20.17 |
20.17 |
Where the company has
calculated the employee compensation cost using the intrinsic value of the stock options,
the difference between the employee compensation cost so computed and the employee
compensation cost that shall have been recognized if it had used the fair value of the
options, shall be disclosed. |
The Company accounted for
employee compensation cost on the basis of fair value of the options. |
The Company The
Company accounted accounted for employee for employee compensation compensation cost on
cost on the basis of fair the basis of fair value of value of the options. the options. |
The impact of this difference
on profits and on EPS of the company shall also be disclosed. |
|
|
Weighted-average exercise
prices and weighted-average fair values of options shall |
Weighted-average exercise
prices 100 |
Weighted-average exercise
prices 100 |
Weighted-average exercise
prices Not Applicable |
be disclosed separately for
options whose exercise price either equals or exceeds or is less than the market price of
the stock |
Weighted-average fair value
52.01 |
Weighted-average fair value
132.31 |
Weighted-average fair value
Not Applicable |
The number and weighted
average exercise prices of stock options |
|
|
|
Opening balance |
100 |
100 |
Not Applicable |
Granted during the year |
Not Applicable |
100 |
Not Applicable |
Exercised during the year |
100 |
Not Applicable |
Not Applicable |
Forfeited during the year |
Not Applicable |
Not Applicable |
Not Applicable |
Expired during the year |
100 |
Not Applicable |
Not Applicable |
Closing balance |
100 |
100 |
Not Applicable |
Exercisable at the end of the
year |
100 |
100 |
Not Applicable |
A description of the method and significant assumptions used during the
year to estimate the fair values of options,
including the following weighted-average
information: |
|
|
|
i. the weighted average values
share price, |
of 100 |
100 |
Not Applicable |
ii. the weighted average
values exercise price |
of 100 |
100 |
Not Applicable |
iii. expected volatility |
50% |
50% |
Not Applicable |
iv. expected Option life |
0.89 years |
4.4 years |
Not Applicable |
v. expected dividends |
0.55% |
2.16% |
Not Applicable |
vi. risk-free interest rate |
7.49 % to 7.85 % |
6.34 % to 6.90 % |
Not Applicable |
vii. Method used and the
assumptions Black Scholes method is made to incorporate the effects used for fair
valuation of of expected early exercise; ESOP. |
Black Scholes method is used
for fair valuation of ESOP. |
Black Scholes method is used
for fair valuation of ESOP. |
viii. how expected volatility
was The measure of volatility determined, including an used in ESOP pricing explanation of
the extent to model is the annualized which expected volatility was standard deviation
based on historical volatility; of the continuously compounded rates of return. Expected
volatility for fair valuation is considered based on average of previous 6 years
annualized volatility. |
The measure of volatility
used in ESOP pricing model is the annualized standard deviation of the continuously
compounded rates of return. Expected volatility for fair valuation is considered based on
average of previous 6 years annualized volatility. |
The measure of volatility
used in ESOP pricing model is the annualized standard deviation of the continuously
compounded rates of return. Expected volatility for fair valuation is considered based on
average of previous 6 years annualized volatility. |
ix. whether and how any other
The following factors features of the options granted have been considered |
The following factors have
been considered |
The following factors have
been considered |
were incorporated into (a) Share Price |
(a) Share Price |
(a) Share Price |
measurement of fair value, such (b) Exercise
price |
(b) Exercise price |
(b) Exercise price |
as a market condition. (c) Historical
volatility |
(c) Historical volatility |
(c) Historical volatility |
(d) Excepted option life |
(d) Excepted option life |
(d) Excepted option life |
(e) Dividend Yield |
(e) Dividend Yield |
(e) Dividend Yield |
x. the price of the underlying
share 126.10 in market at the time of option grant. |
224.05 |
Not Applicable |
Details related to Trust |
|
|
(i) Name of the Trust |
Not Applicable |
Not Applicable Welspun Corp
Employees Welfare Trust |
(ii) Details of the Trustee(s) |
Not Applicable |
Not Applicable Mr. Parasmal
Jain; Mr. Yogesh Mehta |
(iii) Amount of loan disbursed
by company / any company in the group, during the year |
Not Applicable |
Not Applicable Nil |
(iv) Amount of loan
outstanding (repayable to company / any company in the group) as at the end of the year |
Not Applicable |
Not Applicable Nil |
(v) Amount of loan, if any,
taken from any other source for which company / any company in the group has provided any
security or guarantee |
Not Applicable |
Not Applicable Nil |
(vi) Any other contribution
made to the Trust during the year |
Not Applicable |
Not Applicable Nil |
Brief details of transactions in shares by the Trust
(i) Number of shares held at
the beginning of the year |
Not Applicable |
Not Applicable Nil |
(ii) Number of shares acquired
during the year through (i) |
Not Applicable |
Not Applicable Nil |
primary issuance (ii)
secondary acquisition, also as a percentage of paid up equity capital as at the end of the
previous financial year, along with information on weighted average cost of acquisition
per share |
|
|
(iii) Number of shares
transferred to the employees / sold along with the purpose thereof |
Not Applicable |
Not Applicable Nil |
(iv) Number of shares held at
the end of the year |
Not Applicable |
Not Applicable Nil |
Secondary acquisition by
the Trust |
Not Applicable |
Not Applicable Nil |
A Certificate obtained from M/s. Mihen Halani & Associates, the
Company with respect to the implementation of Welspun Employee Stock Option Plan would be
placed before the members at the ensuing Annual General Meeting of the Company and a copy
of the same shall be available for inspection at the registered office of the Company.
Information as required under Regulation 14 read with Part F of
Schedule I of the SBEB Regulations 2021 has been uploaded on the Company's website
and can be accessed at the Web-link: http://www.welspuncorp.com" under the tab
"Investors -> Company Disclosures
https://www.welspuncorp.com/uploads/investor_data/investorreport__998.pdf
C) Disclosure of Shares |
held in suspense account in terms of
Regulation |
39 read with Clause F of |
Schedule V to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 |
|
No of shareholders |
No of Shares |
Outstanding Balance beginning
of the year |
in the suspense account lying
at the |
20 |
5,530 |
Number of shareholders who
approached issuer for transfer of shares from suspense account during the year |
|
11 |
4,060 |
Transferred/Credited |
during the year |
11 |
4,060 |
Balance outstanding |
|
9 |
1,470 |
The voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
D) Listing with the stock exchanges
The Company's equity shares are listed on the BSE Limited (BSE)
and the National Stock Exchange of India Limited (NSE). The Secured/ Unsecured,
Redeemable, Non-Convertible Debentures are listed on the BSE.
Applicable annual listing fees for the year 2022-23 and 2023-24 have
been paid to both the BSE and the NSE as per the invoices received by the Company.
11. Annual Return of the Company.
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a
copy of the Annual Return in Form MGT-7 of the Companies (Management and Administration)
Rules, 2014 is placed on the website of the Company and can be accessed at the web-link:
"http://www.welspuncorp.com" under the tab "Investors -> Annual
Return"
https://www.welspuncorp.com/annual-return.php
12. Proceedings Under The Insolvency And Bankruptcy Code, 2016 (31 Of
2016)
There were no proceeding initiated/pending against your Company under
the Insolvency and Bankruptcy Code, 2016.
13. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
A) Conservation of energy:
a) Initiatives taken for conservation of energy, its impact are as
under:
Description of Energy Efficiency |
Energy Savings |
Savings |
Improvement Measure |
[kWh/Annum] |
[ In Crores Annum] |
Anjar Pipe & Coating Plants |
|
|
1 Replacement of conventional
lights with LED lights - High way, Inspections, High Mast , and admin area |
3,23,441 |
0.323 |
Auditors of 2 Compressed air
for pipe operations from a centralized air network directly from power plant |
13,35,207 |
1.335 |
3 Replacement of L-Saw Canteen
Ceiling fans (17 no's) from 75W to 26W energy efficient fans. |
1,202 |
0.001 |
4 Conventional AC convert in Energy Efficient
AC |
23,512 |
0.024 |
5 15 kW VFD installation in
ECP-3 Blasting blowout blower motor |
4,167 |
0.004 |
6 45 kW VFD installation for
ECP-1 Blasting blowout blower motor |
18,431 |
0.018 |
7 Installation of a 45 kW VFD for ICP-1,
ISB-1 & ISB- |
1,682 |
0.002 |
2 dust collector blower motors |
|
|
8 Installation of a 15 kW VFD
for ECP-3 final ID cleaning blower motor |
841 |
0.001 |
9 Coating 2 Plant External ABO
Drive installed (ABO Star-Delta starter converted to 45 kW VFD Drive) |
20,454 |
0.021 |
Description of Energy Efficiency |
Energy Savings |
Savings |
Improvement Measure |
[kWh/Annum] |
[ In Crores Annum] |
Anjar Pipe & Coating Plants |
|
|
10 Power saving in DM transfer
pump at Coating 2 for LSAW plant (5.5 kW pump near RO plant). |
9,258 |
0.009 |
11 Power saving in DM water
transfer pump (2.2 kW Pump near RO plant) |
2,631 |
0.003 |
12 HFW 1- Installation of VFD
in conveyor motors (15 kW x 4 No. VFD, 2.2 kW x 4 no. motor per group, four group
conveyor) |
2,553 |
0.003 |
13 HFW 1- Provision of 450
KVAR APFC panel for Power Factor improvement of HF welder 600 KW. |
42,786 |
0.043 |
14 HFW2: Provision of 225 x 2
KVAR APFC panel for Power Factor improvement of Seam Annealer 2 x 400 KW. |
51,022 |
0.051 |
Sub-Total |
18,37,187 |
1.837 |
Bhopal Pipes & Coating Plants |
|
|
1 Pressure setting of
main compressor ZH-450 from 7.0 to 6.5 bar |
75,000 |
0.053 |
2 Stoppage of process
cooling tower fan at night time during winters |
14,789 |
0.011 |
3 Installed Air
Regulators in Mill Plasma Cutting machine |
22,680 |
0.016 |
4 Power saving from
Rain Water Harvesting 5000 KL during monsoon season |
2,700 |
0.002 |
Sub-Total |
115,169 |
0.082 |
Mandya Pipe Plant |
|
|
1. Replaced conventional starter with VFD |
39,675 |
0.030 |
2. Replacement of conventional
lights with LED lights |
54,094 |
0.036 |
Sub-Total |
93,769 |
0.066 |
b) The steps taken by the company for utilizing alternate sources of
energy - Alternate Power - 1 MW solar power is considered in FY 23-24 for Mandya
plant.
c) The capital investment on energy conservation equipment-
I) Anjar: With a total capital investment of
4.56 Crores in FY 22-23, we are having energy savings of 1.83
Crores per year at 10/kWh.
II) Bhopal: With a total capital investment of
0.954 crore in FY 22-23, we are having energy savings of roughly
0.081 crore per year at 7/kWh.
III) Mandya: With a total capital investment of 0.023 crore in FY
22-23, we are having energy savings of roughly 0.066 crore per year at 7.6/kWh.
B) Technology absorption and Research & Development (a) Innovation.
Details of plant-wise innovations are as under:
Anjar Pipe & Coating Plants:
Automatic Inquiry Management System is live and is in use for LSAW,
HSAW, HFW, and Coating.
Development of an automated documentation management system for
compiling manufacturing record.
Development of Material Test
Certificate (MTC) with QR code.
Bhopal Pipe & Coating Plant:
DFBE commissioned for the first time in Bhopal.
In-house erection and commissioning of a Flux Recovery system.
Rain water harvesting has been established thereby saving more than
16000 KL of water.
Plant modification execution of 143" diameter pipes.
Plant modification and successful execution of 98" diameter pipes
with wall thickness of 25 mm (Pipe weight - 18.5 MT).
Air Drier provided offline to improve weld quality of pipes.
PU coating booth made from scrap material saving 9 Lakhs.
(b) Research & Development carried out by the Company.
Anjar Pipe & Coating Plants:
A total expenditure of 4.08 crore was made during FY 22-23 for the
following R&D projects:
Development of Pipelines for transportation of Pure Hydrogen/ blended
with Natural Gas. Carrying out tests required for qualification of pipelines as per ASME
B31.12 standard.
Successfully demonstrated readiness of SAWL product after completing
extensive testing as per ASME B31.12 duly certified by RINA.
Participation in JIP program on revising the guidelines for Design and
Operation of Hydrogen Pipelines.
Participated in the subcommittee for development of Line Pipe
Specification by Bureau of Indian
Standards.
Actively involved in the ASME subcommittee for development of pipelines
for Hydrogen transportation.
Development of Sour Grade Steel for ERW application is being carried
out with M/s TATA Steel, one of the leading Indian steel makers.
Developing various coating material suppliers after successful
trials:-A) Food Grade Liquid Epoxy from Berger, Shalimar, JSW, Grant Polycot Paints
B) HDPE Material from KLJ, BLS polymers & Hyundai C)
High-Temperature FBE powder from Jotun & 3M India.
and Developmentsuccessfulof pipelines for deep offshore application
with Alfa-fab 1.0 requirements in coating simulated condition.
Development of extra thick pipelines for deep offshore & sour
service application.
Bhopal Pipe & Coating Plants:
Reusing of Discarded Oil through filtration thereby saving 1 Lakh
approx.
Through-Beam Sensors have been replaced by DISC sensors at Internal
Blaster 1 & 2, improving the life of the sensors.
Development of a substitute hydraulic pump causing inventory control,
cost reduction and standardisation of spares.
(c) Technology Up gradation Anjar Pipe & Coating Plants:
HFW Plant:
Existing Coil UT system "UNIVIS" Electronics is obsolete and
no spares are available. System requires up gradation as per compliances, PO placed to OEM
and will complete by end of 2023.
Coil UT automatic paint marking system developed for IOCL, APA and
Shell who have mandated that the defect be located and automatically measured.
Centralized operation of slitting line from one integrated workstation.
Automatic data transfer from Spectrometer to SAP to avoid manual
feeding and eliminate human intervention in the process.
LSAW Plant:
Successful installation and execution of an indigenous laser based
robotic pipe end measurement system as per SCR pipes specification.
Coating-2 Plant:
Installation of a robotic probe with camera and laser which is used for
visual inspection of the inside surface of pipes.
Digitalization:
Automated processing of inquiries through an AI based software.
Quality:
Installation of a Ring Expansion testing facility to comply with
KUR.3367-
SP-L-0001 specification to test samples for Australian projects.
Bhopal Pipe & Coating Plant:
Spiral Plant:
New Digital System Installed at Hydro Tester to eliminate Chart
Recorder and save paper.
Coating Plant:
Installed sensors in internal painting system to reduce paint wastage,
cycle time and human error and has been reduced by 2% in comparison to existing norms.
Changed Plant PLC and Drive Profi-net
Network from series to star to avoid
Profi-net communication issues.
Weld Seam Applicator installed to reduce the overall PE consumption by
2%.
Mandya Pipe Plant:
Spiral Plant:
Laser Scanner System development and installation for ID & OD
welding.
Installation of VFDs for air compressors as an energy saving
initiative.
Conventional starters replaced with VFDs at EOT Crane - 40T, a safety
and an energy saving initiative.
Installation of RMU for HT-Power Changeover as an safety initiatives
using technology in operation
(d) Process & System Improvement Anjar Pipe & Coating Plants:
Spiral 2 Plant:
Stop & Go assembly installation at Hydro tester (IS) entry and
re-routing of hydraulic piping accordingly for smooth movement of large diameter pipe
(above 80" OD).
LSAW Plant:
Strengthening of JCO press by using Finite Element Analysis on the
structure.
Hampleman provision in sample exit bed to eliminate scratches on pipe
surface
Coating 2 Plant:
Improved illumination in the plant in day time by providing transparent
shed sheets saving energy and enhancing process efficiency.
Skill development:
Established a dedicated Technical Centre of Excellence (TCOE center)
for the development of employees' skill and provide them with practical training in
the field of Welding, NDT, Hydraulics,
Mechanics, Electronics, Workshop and
Quality etc.
ESG:
Installation of a paper shredder for zero land fill,paper waste is now
being shredded and sent for recycling.
Implementation of ESG projects (Energy saving by VFD installation, LED
lights, power factor improvement)
SAVE WATER project: Process & reject drinking RO water utilization
for gardening purposes for WCL Anjar Campus-1 plant.
Bhopal Pipe & Coating Plant:
Spiral Plant:
Installed 2 Nos of AC Drives (Siemens) for Edge Milling-1 Machine.
Coating Plant:
Internal Blaster turbine modified for
18" pipe by performing changes in the Lunnette outer ring and
installing new 70 mm OD PU rollers, saving the cost for a new Boom ( 46 Lacs).
Reusing of conveyor rollers from application area to blasting line by
following 3R, saving 1.8 Lacs.
PU coating paint booth relocated to reduce change over time during 3LPE
to PU.
Conveyor alignments done in coating line to avoid coupling of pipes for
sizes 24" to 60".
Emergency lighting provided in Coating Plant considering the frequent
power cut.
Air Conditioner installed at External Blaster, Application, Internal
Blaster, Extruder Electrical control rooms to avoid overheating of electronic components.
UPS installed at all electrical control rooms for PLC and HMI to
protect the system failing due to power fluctuation.
End brush assembly modification to optimize the use of end brush,
saving
96,984.
Provided DSL end stopper at every 10-metre distance for EOT crane
25T to restrict displacement of DSL. Through this modification, DSL breakdown has
reduced up to 90%
RYB indication lamp provided at internal 7.5T crane DSL to indicate
that DSL is switched on. (Safety requirement)
Mandya Pipe Plant:
Spiral Plant:
Installed 800KL Pond to promote Rainwater Harvesting.
Hydro Tester Water recirculation by passing through a sand filter unit
as well as using RO drainage water for the testing process as a water conservation
project.
High Mast LED Lights installed at Pipe Yard for better visibility and
safe pipe handling.
LED Display Board installed for displaying Environment data as a
digitalization initiative.
(e) Key Initiatives for Future Anjar Pipe & Coating Plants:
Digitalization:
Development of an HSE Management System for structured data entry with
auto report generation.
HFW Plant:
Weld box up gradation to ensure sound welding in HFW process, essential
for proper fusion in higher grade and thickness.
Installation of a new Squeeze roll force measurement system to cater to
the requirement of clients such as PDO, SAUDI ARAMCO, etc.
Automated Pipe dimension measurement system for ERW pipes (Final)
Spiral-2 Plant:
Real-Time measurement of coil width and thickness during uncoiling.
Up-gradation of the Fluoroscopy system.
LSAW Plant:
Automatic Bead Profile, Bead height, and
Plate Offset Inspection.
Overhauling of the hydraulic system in JCO Press.
Up gradation of Final UT System.
Yield improvement by various initiatives through process control.
Coating Plant:
Development of a facility for 3LPE external coating on induction bends
Development of an automatic bend dimension measurement facility as per
Qatar Gas compliance.
Facility for inspection of internal surface by a high resolution
camera.
Installation of a new 500 kW induction heater at ECP-3 for pipe
pre-heating before shot blasting.
PBM Plant:
Expansion of the inspection bed from existing size of 8.68 m x 7.3 m to
12 m x 10 m to comply with observation made during API audit.
Bhopal Pipe & Coating Plant:
Optimization of Existing Compressor to save power cost.
Automation of Cooling Tower Fan Motors by VFD drive and temperature
sensor.
Spiral Plant:
2 Nos. AC Drives (Siemens) to be commissioned at Spiral Mill Edge
Miller-2 machine
New FUT and RTR Machine to be installed at SP#2 Plant
New Air conditioning system at Spiral
Offline for better results and save electronic components and power
saving.
Coating Plant:
To increase port life of paints in order to prevent wastage (under
discussion with Paint Supplier).
New EOT Crane commissioning.
Procurement of a new 300 mm die to reduce adhesive wastage in small
sized pipes.
Automation in Coating Quenching area to save power.
Installation of an additional Graco pump in Coating plant to increase
productivity of PU coating.
Mandya Pipe Plant:
1 MW rooftop solar powered system is under implementation for Mandya
plant.
Installation of FUT Machine for automatic UT testing.
Digital Flat Panel Detector along with imaging software for 10 to 15%
RT.
SAPIntegrationofUTMandSpectrometer.
Installation of VFDs in offline
Blowers to conserve energy.
Installation of EOT Crane - 25T in online system.
(f) Expenditure on R&D:
(i) Capital : 0.58 crore (ii) Recurring : 3.51 crore (iii) Total :
4.09 crore
(iv) Total R&D expenditure as a percentage of revenue from
operations : 0.06%
(g) Total Foreign exchange earnings and Outgo:
Used - 2,642.14 crore Earned- 2,180.50 crore
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Disclosures as required under Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are annexed to this Report as
Annexure 5.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
Since the last report, following changes took place in the Board of
Directors and Key Managerial Personnel:-
Mr. K. H. Viswanathan, Lead Independent Director resigned from the
position of directorship w.e.f. July 1, 2022;
Mr. Arun Todarwal has been appointed as an independent director w.e.f.
July 1, 2022 and designated as the Lead Independent Director;
Mr. Vipul Mathur was re-appointed as the Managing Director & CEO
for a further period of five years w.e.f. December 1,
2022;
Mr. Deshra Dogra resigned from the position of directorship w.e.f.
March 14, 2023;
Mr. Manish Chokhani has been appointed as an independent director for
the first term of four consecutive years w.e.f. February 2, 2023;
Mr. Anjani K. Agrawal has been appointed as an independent director for
the first term of four consecutive years w.e.f. April 1, 2023.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajesh Mandawewala is retiring by rotation at
the forthcoming Annual General Meeting andID OD being eligible, he has been recommended
for re-appointment by the Board.
Details about the directors being (re)-appointed are given in the
Notice of the forthcoming Annual General Meeting which is being sent to the members along
with the Annual Report.
The following have been designated as the Key Managerial Personnel of
the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Mr. Vipul Mathur, Managing Director & CEO (re-appointed w.e.f.
December 1, 2022);
Mr. Percy Birdy, Chief Financial
Officer;
Mr. Pradeep Joshi, Company Secretary, Compliance & Nodal
Officer.
B) Independent Directors
The independent directors have individually declared to the Board that
they meet the criteria of independence as provided under Section 149(6) of the Companies
Act, 2013 and the SEBI (LODR), 2015 at the beginning of the year and there is no change in
the circumstances as on the date of this Report which may affect their status as an
independent director.
Your Board confirms that in their opinion the independent directors
fulfill the conditions of the independence as prescribed under the Companies Act, 2013 and
the SEBI (LODR), 2015 and they are independent of the management.
Further, in the opinion of the Board the independent directors, possess
requisite skills, expertise, experience and integrity. For details on the required skills,
expertise, experience, please refer to the disclosure made under Point No. II Board
of Directors of the Corporate Governance Report annexed as Annexure 6 to this report.
The key additional criteria for independence are mapped as under:
Key Independence Criteria |
AA |
AM |
AT |
MC |
RA |
The director must not have been employed by
the Company in an executive capacity within the last five years |
|
|
|
|
|
The director must not accept
or have a "Family Member who accepts any payments from the company or any parent or
subsidiary of the company in excess of $60,000 during the current fiscal year", other
than those permitted by SEC Rule 4200 Definitions, including i) payments arising solely
from investments in the Company's securities; or ii) payments under non-discretionary
charitable contribution matching programs. Payments that do not meet these two criteria
are disallowed |
|
|
|
|
|
The director must not be a
"Family Member of an individual who is, or during the past three years was employed
by the Company or by any parent or subsidiary of the Company as an executive officer. |
|
|
|
|
|
The director must not be (and
must not be affiliated with a company that is) an adviser or consultant to the Company or
a member of the Company's senior management |
|
|
|
|
|
The director must not be
affiliated with a significant customer or supplier of the Company |
|
|
|
|
|
The director must have no
personal services contract(s) with the Company or a member of the Company's senior
management |
|
|
|
|
|
The director must not be
affiliated with a not-for-profit entity that receives significant contributions from the
Company |
|
|
|
|
|
The director must not have
been a partner or employee of the Company's outside auditor during the past three
years |
|
|
|
|
|
The director must not have any
other conflict of interest that the board itself determines to mean they cannot be
considered independent |
|
|
|
|
|
AA Mr. Anjani K. Agrawal, AM Ms. Amita Misra, AT
Mr. Arun Todarwal, MC Mr. Manish Chokhani, RA- Ms. Revathy Ashok All the
independent directors on the Board of the Company are registered with the Indian Institute
of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section
150(1) of the Companies Act, 2013 and shall undergo online proficiency self-assessment
test, as may be applicable, within the time prescribed by the IICA.
C) Formal Annual Evaluation Background:
The performance evaluation of the Board, its committees and individual
directors was conducted by the entire Board (excluding the Director being evaluated) on
the basis of a structured questionnaire which was prepared after taking into consideration
inputs received from the Directors covering various aspects of the Board's
functioning viz. adequacy of the composition of the Board and its Committees, time spent
by each of the directors; accomplishment of specific responsibilities and expertise;
conflict of interest; integrity of the Director; active participation and contribution
during discussions, governance and ESG parameter. The questionnaire is reviewed
periodically and updated in line with the change in the business and regulatory framework.
As recommended last year, such updation was done during the financial year
2022-23 by adding more probing assertions.
Mode of evaluation:
Assessment is conducted through a structured questionnaire. Each
question contains a scale of "0" to "3". The Company has developed an
in-house digital platform to facilitate confidential responses to a structured
questionnaire. All the directors participated in the evaluation process.
For the financial year 2022-23 the annual performance evaluation was
carried out by the Independent Directors, Nomination and Remuneration Committee and the
Board, which included evaluation of the Board, Independent Directors, Non-independent
Directors, Executive Directors,
Chairman, Committees of the Board, Quantity, Quality and Timeliness of
Information to the Board.
Results:
The evaluation results were discussed at the meeting of Board of
Directors, Nomination & Remuneration
Committee and the Independent Directors meeting. The Directors were
satisfied with the overall corporate governance standards, Board performance and
effectiveness. The results are summarized below:
|
Key parameters |
No. of evaluation
parameters |
Score % |
Board of Directors |
Board structure and
composition |
23 |
92% |
|
Board meeting practices (agenda, frequency,
duration) |
|
|
|
Board culture and effectiveness |
|
|
|
Core Governance & Compliance |
|
|
|
Functions of the Board (Strategic direction,
ESG etc.) |
|
|
|
Execution, Mergers & Acquisitions |
|
|
|
Risk Management |
|
|
|
Interest of all stakeholders |
|
|
|
Functioning of Board Committees |
|
|
Board Committees |
Composition, roles &
responsibilities and effectiveness of the committee |
10-17 |
88-94% |
|
Meeting structure and information flow |
|
|
|
Contributions to Board decisions |
|
|
|
Core Governance & Compliance |
|
|
Independent directors |
Independence from company (no
conflict of interest) |
12 |
89-93% |
|
Independent views and judgement |
|
|
|
Skills & Experience in
emerging issues such as cyber security and ESG. |
|
|
|
Objective contribution to the Board
deliberations |
|
|
Chairperson |
Promote effective decision-making |
8 |
100% |
|
Encourage high quality of constructive debate |
|
|
|
Open-minded and listening to the members |
|
|
|
Effectively dealing with
dissent and work constructively towards consensus |
|
|
|
Shareholders' interest supreme while
taking decisions. |
|
|
Executive Directors |
Relevant industry experience |
13 |
96% |
|
Performance vis-?-vis business plan |
|
|
|
Capabilities to deal with challenging
situations |
|
|
|
Established leadership position |
|
|
|
Development of expertise and
general competence of people under him |
|
|
Non- executive |
Contribution to the Board
discussions with his/her expertise and experience |
11 |
90-100% |
non- independent director |
Depth of understanding about
the business model and the industry |
|
|
|
Skills & Experience in
emerging issues such as cyber security and ESG. |
|
|
Board of Directors |
|
Parameters with high performance scores: |
Key suggestions / focus areas: |
Sensitive to the interest of
all stakeholders, including minority shareholders, and has adequate mechanism to
communicate with them. Considerable attention to the quality of financial reporting
process and internal financialcontrols |
More time should be spent on
strategic issues related to new businesses (Action Plan More frequent and
separate presentations with the CEO of each businesses to understand challenges of each
business and specific strategies). |
and effectively oversees
them. Effective direction on key decisions impacting the performance of the Company.
Monitoring of actions taken on key issues Adequate discussion on investments and M & A
proposals. |
Robust succession plan for
the key management team (Action Plan -Develop long term succession plan considering
diversity, domain expertise). |
Board of Committees |
Key focus areas for next year: |
Parameters with high
performance scores: Size, composition and diversity of each committee |
In-depth understanding of
the expectations of the stakeholders (Action Plan- Obtain and discuss feedback from
various stakeholders |
Strong oversight on financial
reporting process, internal financial controls, potentialconflictof interest and reporting
to Board on key control gaps |
and invite them to present
their view point to the Board Committee). Effective Communication between the Committees
and the executives to discuss the |
Performance monitoring of
subsidiaries |
issues within the
Committee's scope (Action |
Reporting of exposure to the
risks Transparent mechanism to CSR projects undertaken and the amount of expenditure
Well-defined objective criteria for evaluation of the Board/ Committees/ directors
Adequacy of information and effective monitoring of security transfer system |
Plan- More frequent
meeting with the senior executives and presentation by them on their respective functional
areas). Robust succession plan for the key management team (Action Plan-Develop
long term succession plan considering diversity, domain expertise). |
Monitoring of actions taken on
key issues |
Review the process evaluating
the Company's risk appetite and specific risk tolerance levels |
Open and objective meeting environment |
in conjunction with strategic objectives (Action |
Frequency of meetings are
sufficient to discharge the duties assigned |
Plan- Focussed
discussion on the Company's risk appetite and specific risk tolerance levels in
conjunction with strategic objectives |
Key actions taken as a result of previous year's evaluation:
The Board / Committee / Directors' evaluation questionnaire has
been revisited and updated in line with the emerging business and regulatory framework.
To strengthen capabilities in the Board with respect to in-depth
business and commercial understanding of the B2C business control related capabilities,
supply chain, global operations, composition of the Board of subsidiaries formed /
acquired for new businesses have been reconstituted considering the long term objectives.
The Board and Committee meetings planned in the Annual Calendar were
followed except where the unplanned meetings were convened for urgent business
requirements.
Focused Risk Management Committee meetings in the presence of the
CEO's of the businesses to understand challenges/ risks of each business and specific
strategies.
D) Nomination and Remuneration policy: For Company's policy on
Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of directors and other matters provided
under sub-section (3) of section 178, please refer to the Para IV Nomination and
Remuneration Committee of the "Corporate Governance Report" annexed to the
Directors' Report as Annexure 6.
E) Committees of the Board of Directors
The Board Committees play a crucial role in the governance structure of
the Company and have been constituted to deal with specific areas / activities as mandated
by applicable regulations; which concern the Company and need a closer review. Majority of
the Members constituting the Committees are Independent Directors and each Committee is
guided by its Charter or Terms of Reference, which provide for the composition, scope,
powers & duties and responsibilities. The Chairperson of the respective Committee
informs the Board about the summary of the discussions held in the Committee Meetings. The
minutes of the Meeting of all Committees are placed before the Board for review.
During the year, all recommendations of the Committees of the Board
which were mandatorily required have been accepted by the Board.
Information on the Audit Committee, the Nomination and Remuneration
Committee, the Stakeholders' Relationship, Share Transfer and Investor Grievance
Committee, the Risk Management Committee and the ESG & CSR Committee and meetings of
those committees held during the year under Report and recommendations, if any, of the
Committees not accepted by the Board is given under Para No. (III) to (VII) of the
"Corporate Governance Report" annexed to the Directors' Report as Annexure
6.
F) Board and Committee Meetings: For disclosure on the number of
Board Meetings and Committee Meetings, the date on which the meetings were held and the
attendance of each of the directors, please refer to the Para (II) to Para (VII) of the
"Corporate Governance Report" annexed to the Directors' Report as Annexure
6.
16. PARTICULARS OF OUTSTANDING LOANS, GUARANTEES AND INVESTMENTS UNDER
SECTION 186 ARE AS UNDER:
Name of the Entity /
beneficiary |
Investment |
Joint Bonds/ Security |
Corporate Guarantee |
Loans |
Purpose for which the
loans, guarantees and investments are proposed to be utilised |
Welspun Pipes Inc. |
0.04 |
- |
246.51 |
|
The corporate guarantees were
given to secure credit facilities |
Welspun Tradings Limited |
5.02 |
- |
- |
- |
availed by the subsidiaries /
joint ventures of your Company, to guarantee export obligations of |
Welspun Captive Power |
71.52 |
- |
- |
- |
the subsidiaries / joint
ventures |
Generation Limited |
|
|
|
|
to the custom authorities and
to |
Welspun Mauritius |
29.85 |
- |
- |
- |
guarantee performance of the |
Holdings Limited* |
|
|
|
|
subsidiaries of the Company. |
Welspun Wasco Coatings
Private Limited (provision made) |
25.47 |
- |
8.67 |
21.17 |
The Long-term investments are
made only in subsidiaries, |
Welspun Metallics Limited |
472.18 |
283.26 |
1,476.00 |
214.93 |
joint-ventures and associate
companies for business expan- |
Welspun DI Pipes Limited |
214.58 |
467.64 |
959.00 |
7.50 |
sion, business transformation
as per the object clause in the Mem- |
Welassure Private Limited |
0.11 |
- |
- |
- |
orandum of the Company |
Welspun Global Services
Limited** |
0.00 |
- |
- |
- |
|
Mahatva Plastic Products and
Building Materials Private Limited |
3.83 |
- |
- |
- |
|
Anjar TMT Steel Private
Limited |
65.00 |
- |
400.00 |
- |
|
Welspun Specialty Solutions
Limited |
283.65 |
- |
337.39 |
182.63 |
|
Sintex-BAPL Limited |
331.05 |
- |
150.00 |
- |
|
Sintex Prefab and Infra
Limited |
30.27 |
- |
- |
- |
|
Name of the Entity /
beneficiary |
Investment |
Joint Bonds/ Security |
Corporate Guarantee |
Loans |
Purpose for which the
loans, guarantees and investments are proposed to be utilised |
Nauyaan Shipyard Private
Limited |
87.01 |
- |
- |
- |
The corporate guarantees were
given to secure credit facilities |
Mounting Renewable Power
Limited (provision made) |
0.11 |
- |
- |
- |
availed by the subsidiaries /
joint ventures of your Company, to guarantee export obligations of |
Welspun Transformation
Services Limited |
0.57 |
- |
- |
- |
the subsidiaries / joint
ventures to the custom authorities and to guarantee performance of the subsidiaries of the
Company. |
|
|
|
|
|
The Long-term investments
are made only in subsidiaries, joint-ventures and associate companies for business
expan- sion, business transformation as per the object clause in the Memorandum of the
Company |
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the year
under Report were on an arm's length basis and were in the ordinary course of
business. During the year under review, your Company had not entered into any Material
Related Party Transactions, i.e. transactions exceeding ten percent of the annual
consolidated turnover as per the last audited financial statements. There were no
materially significant related party transactions undertaken by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which might
have a potential conflict with the interest of the Company at large.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the
Company for financial year 2022-23 and hence does not form part of this
report. Details of related party transactions entered into by the Company, in terms of Ind
AS-24 have been disclosed in the
Note No. 42 of the standalone financial statements.
The Company's policy on Related Party Transactions as approved by
the Board is uploaded on the Company's website at the web-link: "http://
www.welspuncorp.com" under the tab "Investors --> Company Policies".
https://www.welspuncorp.com/uploads/investor_
data/investorreport_121.pdf
18. MANAGERIAL REMUNERATION a. Details of the ratio of the
remuneration of each director to the median employee's remuneration and other details
as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Non-executive, independent directors are paid sitting fees at a fixed
rate per meeting of the Board or the Committee or other meetings attended by them and as
such the same are not comparable with the remuneration to the employees.
The remuneration of each Director, Chief
Financial Officer and Company Secretary, percentage increase in their
remuneration during the Financial Year 2022-23 and ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the Financial Year
2022-23 are as under:
|
|
|
|
(Amount in crore) |
Name of Director / KMP |
Designation |
Remuneration of Director/
KMP for the Financial Year 2021-22 |
Remuneration paid to
Director/ KMP for the Financial Year 2022-23 |
% increase in
Remuneration in the Financial Year 2022-23 |
Ratio of Remuneration of
each Director to median remuneration (Including perquisite value of ESOPs exercised) of
employees for the Financial Year 2022-23 |
1 Mr. Balkrishan Goenka$ |
Non-Executive Chairman |
3.07 |
1.16 |
(62.21) |
30.93 |
2 Mr. Vipul Mathur |
Managing Director & CEO |
6.00 |
6.34~ |
7.89 |
169.05 |
3 Ms. Amita Misra^ |
Independent Director |
0.177 |
0.157 |
(11.30) |
4.19 |
4 Mr. Arun Todarwal^ |
Independent Director |
N/A |
0.305 |
N/A |
8.13 |
5 Mr. Deshraj Dogra^& |
Independent Director |
0.214 |
0.170 |
(20.56) |
4.53 |
6 Ms. Dipali Goenka* |
Non-Executive Director |
N/A |
Nil |
N/A |
N/A |
7 Mr. K.H.Viswanathan^% |
Independent Director |
0.384 |
0.064 |
(83.33) |
1.71 |
8 Mr. Manish Chokhani^ |
Independent Director |
N/A |
0.015 |
N/A |
0.40 |
9 Mr. Rajesh Mandawewala* |
Non-Executive Director |
Nil |
Nil |
N/A |
N/A |
10 Ms. Revathy Ashok^ |
Independent Director |
0.163 |
0.134 |
(17.79) |
3.57 |
11 Mr. Percy Birdy |
Chief Financial Officer |
1.846 |
2.191 |
22.98 |
N/A |
12 Mr. Pradeep Joshi |
Company Secretary |
0.574 |
0.639 |
15.36 |
N/A |
$ 1% Commission on the consolidated net profits of the Company is paid
^ Only Sitting fees is paid.
* Opted not to draw any remuneration or receive sitting fees. &
Ceased to be a director w.e.f. March 14, 2023 % Ceased to be a director w.e.f. July 1,
2022
~ Mr. Vipul Mathur has exercised 450,000 stock options of the Company,
vested during the year. The perquisite amount on exercise of these options is 4.86
crores. Remuneration excludes amortization of fair value of employee share based payments
under IND-AS 102. The above figures do not include provisions for encashable leave,
gratuity and premium paid for group health insurance, as separate actuarial valuation /
premium paid are not available.
(The expression "median" means the numerical value separating
the higher half of a population from the e list of numbers may be found by arranging all
the observations from finit lowerhalfandthemedianofa lowest value to highest value and
picking the middle one).
(i) The percentage increase in the median remuneration of employees in
the financial year: 4.84%.
(ii) The number of permanent employees on the rolls of the Company:
2,105.
(iii) Average percentage increase /(decrease) already made in the
salaries of employees other than the managerial personnel in the last financial year and
its comparison with the percentage increase/ (decrease) in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration: Aggregate remuneration of employees excluding KMP
decreased by 0.23% Change in the remuneration of the KMP- increased by 11.67%.
(iv) The key parameters for any variable component of remuneration
availed by the directors: 1) Cash PAT
2) Operating Cash-Flow 3) Gross Debt 4) ESG Goals
(v) Affirmation that the remuneration is as per the remuneration
increment in remuneration is based on the individual performance and the Company
performance for the Financial Year.
b. Details of the top ten employees in terms of remuneration drawn and
the name of every other employee as required pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:
Name |
Designation |
DOB |
Age Completed years |
Joining Date |
Remuneration FY 22-23^ |
Previous Company |
Qualification |
Nature of Employment |
% Of Equity Shares held in
the Company |
Relative of any Director/
Manager of the Company |
1 Mr. Vipul Mathur |
Managing Director & CEO |
21-Mar-1970 |
53 |
2-Feb-2001 |
11,20,16,574 ~ |
Man Industries (India) Ltd |
MBA |
Permanent |
0.18 |
No |
2 Mr. Godfrey John |
Director# |
30-Aug-1965 |
57 |
11-Jun-2012 |
3,71,76,143 |
Ferro Tech India Pvt. Ltd. |
MBA |
Permanent |
Negligible |
No |
3 Mr. Tribhuwan Singh Kathayat |
President |
10-Jan-1971 |
52 |
20-Jun-1996 |
2,48,03,209 |
Jindal Organisation |
BSC, DME, MBA |
Permanent |
Negligible |
No |
4 Mr. Percy Birdy |
President |
22-Jan-1968 |
55 |
11-Jun-2018 |
2,19,12,183 |
Allanasons Group |
CWA, CA |
Permanent |
Nil |
No |
5 Mr. Navin Agarwal |
Senior Vice President |
1-Jan-1972 |
51 |
2-Jun-2008 |
1,46,15,924 |
Mahindra & Mahindra Ltd. |
B.Com (Hons), PGDBM Finance |
Permanent |
Nil |
No |
6 Mr. Nitin Agarwal |
Vice President |
6-Feb-1983 |
40 |
20-Apr-2007 |
1,38,47,764 |
Welspun Tubular LLC |
MBA, PGDM |
Permanent |
Nil |
No |
7 Mr. Manish Pathak |
President |
20-Jan-1968 |
55 |
26-Jun-2008 |
1,24,31,650 |
Man Industries (India) Ltd |
BE Mech |
Permanent |
Nil |
No |
8 Mr. Suresh Chander Darak |
President |
2-Jan-1968 |
55 |
2-Jan-2008 |
1,23,95,962 |
Reliance Industries Ltd. |
B. Com, DITM |
Permanent |
Nil |
No |
9 Mr. Vijay Manjrekar |
Vice President |
24-Jun-1978 |
44 |
7-Jun-2021 |
1,23,20,000 |
Lodha Group |
B.Com, LL.B., DIP CUSTOM
& EXCISE |
Retainer |
Nil |
No |
10 Mr. Rupak Ghosh |
President |
17-Oct-1969 |
53 |
29-Oct-2007 |
1,22,28,141 |
Blue Star Ltd. |
CA, CWA |
Permanent |
Negligible |
No |
11 Mr. Anil Nimbargi |
Senior Vice President |
13-Oct-1965 |
57 |
9-Sep-2009 |
1,13,97,448 |
Ispat Industries |
B.Sc , MBA |
Permanent |
Nil |
No |
12 Mr. Atul Trivedi |
President |
3-Jan-1974 |
49 |
14-May-2007 |
1,07,15,841 |
Tata Consultancy |
CA |
Permanent |
Nil |
No |
13 Mr. Gaurav Merchant |
Vice President |
11-Sep-1973 |
49 |
15-Jan-2014 |
1,02,55,375 |
Essar Steel Ltd. |
B.Com., MBA Finance |
Permanent |
Nil |
No |
14 Mr Chintan Thaker |
President |
18-Dec-1977 |
46 |
01-Apr-03 |
51,82,850 |
Gujarat Infra |
B.Sc+MBA Marketing |
Permanent |
Nil |
No |
15 Mr. Abhijeet Shinde* |
Vice President |
19-Jul-1983 |
39 |
5-Dec-2022 |
50,83,660 |
Lodha Group |
LLM |
Retainer |
Nil |
No |
16 Mr. Priyaranjan Kumaar* |
President |
2-Aug-1969 |
53 |
4-Jan-2023 |
41,71,233 |
Navin Fluorine International
Ltd |
B.Sc, BGL, MBA - HR |
Permanent |
Nil |
No |
17 Mr. Neeraj Kant* |
Retainer Director# |
17-Aug-1963 |
59 |
9-Feb-2023 |
34,93,151 |
Indian Steel & Wire
Products Ltd. (ISWP) |
BE, MBA |
Permanent |
Nil |
No |
~ Mr. Vipul Mathur has exercised 450,000 stock options of the Company,
vested during the year. The remuneration is inclusive of perquisite amount on exercise of
these options..
^ The remuneration is inclusive of perquisite amount on exercise of the
options. The Remuneration excludes amortization of fair value of employee share based
payments under
IND-AS 102. The above figures do not include provisions for encashable
leave, gratuity and premium paid for group health insurance, as separate actuarial
valuation / premium paid are not available.
* Employed for a part of the year. # Not on the board of the Company.
c. Managing Director of the Company was not in receipt of any
commission from the Company and at the same time, remuneration or commission from the
Company's Subsidiary Company. d. Particulars of remuneration to the executive
directors including the details of remuneration paid/payable to the executive directors
for the financial year 2022-23 are as under:
Name of the Director |
Salary & Allowance |
Perquisites |
Commission |
Service Contract/ Tenure |
performance linked
incentives |
Notice Period |
Severance Fees |
Stock Option |
Pension |
Mr. Vipul Mathur |
6.34 Crore^ |
4.86 crore~ |
Nil |
5 years |
Nil |
1 month |
Nil |
Refer note below |
Nil |
^ In addition to salary & allowance, entitled for other benefits
as per the Company's policy.
~ Mr. Vipul Mathur has exercised 450,000 stock options of the
Company, vested during the year. The perquisite amount on exercise of these options is
4.86 crores. Remuneration excludes amortization of fair value of employee share based
payments under IND-AS 102. The above figures do not include provisions for encashable
leave, gratuity and premium paid for group health insurance, as separate actuarial
valuation / premium paid are not available.
Note: 15,00,000 Employee Stock Options granted during FY 2018-19 at an
exercise price of 100 per option and can be exercised as per the vesting schedule
given under the Welspun Employee Stock Option Plan which is 30%, 35% and 35% each year,
from the end of 1st year from the grant date. Exercised 4,50,000 ESOPs during the
financial year
2022-23. Further, during the Financial Year 2022-23, 11,00,000 Employee
Stock Options were granted at an exercise price of 100 per option and can be
exercised as per the vesting schedule given under the Welspun Employee Stock Option Plan
which is 30%, 35% and 35% each year, from the end of 1st year from the grant date.
Mr. Balkrishan Goenka, Non-Executive Chairman was paid Commission of
3.07 crores (Gross) i.e. @1% of the Net Profits
(consolidated) for the Financial Year 2021-22 in terms of the approval
granted by the members of the Company at the 27th Annual General Meeting held
on July 29, 2022. The
Commission payable @1% of the Net Profits (Consolidated) for the
financialyear 2022-23 is 1.16 crores.
No remuneration or perquisite was paid to, and no service contract was
entered into with, or stock options granted to any non-executive director, but the sitting
fees were paid / payable to the following directors for attending meetings of Board /
Committees of the Board and General Meetings. Only Letter of Appointment were issued to
the independent directors.
Name of the Director |
() |
|
|
1 Ms. Amita Misra |
15,70,000 |
2 Mr. Arun Todarwal |
30,50,000 |
3 Mr. Desh Raj Dogra |
17,04,000 |
4 Mr. K. H. Viswanathan |
6,42,000 |
5 Mr. Manish Chokhani |
1,50,000 |
6 Mrs. Revathy Ashok |
13,38,000 |
Total to Non-Executive |
84,54,000 |
Directors |
|
The above mentioned sitting fee paid / payable to the non-executive
directors was within the limits prescribed under the Companies Act, 2013 for payment of
sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not
required.
Save and except as disclosed in the financial statements, none of the
Directors or Key Managerial Personnel had any pecuniary relationships or transactions
vis-?-vis the Company.
19. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2023.
For detail of shareholding of the directors, refer to the Para No. II
Board of Directors in the Corporate Governance Report annexed to this Report as
Annexure 6.
Except as mentioned in the "Corporate Governance Report",
none of the other directors hold any shares or convertible securities in the Company.
20. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate obtained from M/s.
Mihen Halani & Associates, Practicing Company Secretary regarding
compliance of conditions of corporate governance as stipulated under Chapter IV read with
relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed with this Report.
21. RISK MANAGEMENT POLICY
With its fast and continuous expansion in different areas of businesses
across the globe, the Company is exposed to plethora of risks which may adversely impact
growth and profitability.
The Company recognizes that risk management is of concern to all levels
of the businesses and requires a structured risk management policy and process involving
all personnel. With this objective, the Company had formulated structured Risk Management
Policy thereby to effectively address those risks such as, strategic, business, regulatory
and operational risks, including cyber security & data Privacy risks. The Policy
envisages identification of risks by each business segment and location, together with the
impact that these may have on the business objectives. It also provides a mechanism for
categorization of risks into Low, Medium and High according to the severity of risks. The
risks identifiedare reviewed by a committee of the Managing Director & CEO of the
Company and the relevant senior executives and the appropriate actions for mitigation of
risks are advised; the risk profile is updated on the basis of change in the business
environment. The Risk Management Committee, periodically reviews the risk management
process, risks and mitigation plans and provide appropriate advise in the improvement
areas, if any, identified during the review.
For the key business risks identified by the
Company, please refer paragraph on Enterprise Risk Management in
Management Discussion and Analysis annexed to this Report.
22. VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES
For Company's policy on establishment of Vigil Mechanism for
directors and employees, please refer to the Para VIII - Details of Establishment of Vigil
Mechanism for Directors and Employees of the "Corporate Governance Report"
annexed to the Directors' Report as Annexure 6.
23. FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS
The Directors of the Company are provided opportunities to familiarize
themselves with the Company, its Management and its operations. The Directors are provided
with all the documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates.
The roles and responsibilities of the Independent Directors of the
Company are informed to them at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.
Presentations are made to the Board, where Directors get an opportunity
to interact with Senior Management. Directors are also informed of the various
developments in the Company through Press Releases, emails, etc.
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Company organized various familiarization
programs for its Directors including Industry Outlook, Presentations on Internal Control
over Financial Reporting, Regulatory updates, Prevention of Insider Trading Regulations,
Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of
your Company, Corporate Social Responsibility Strategy etc.
The details of familiarization program (for independent directors) are
disclosed on the website of the Company at the web-link: "http://
www.welspuncorp.com" under the tab "Investors -> Company Policies".
https://www.welspuncorp.com/uploads/investor_
data/investorreport__779.pdf
During the reporting year, on a cumulative basis, the independent
directors spent ~80 hours on several familiarization program. During the year, the Company
also conducted a separate sessions on ESG familiarization, new business familiarization
for directors as part of the committee meetings.
24. CODE OF CONDUCT
Your Company has a Code of Conduct for the Board members and Senior
Management Personnel. The Company's Code of Conduct outlines the commitment to
principles of integrity, transparency, conflict of interest and fairness that employees,
suppliers, distributors and other third parties who work with the Company must comply.
Your Company also has clearly defined policies and procedures, covering
areas such as Anti-Bribery and Anti-Corruption, Retention and Monitoring of Third-Party
Representatives, Gifts, Travel and Accommodation (Boarding and Lodging), Meals,
Entertainment and Other Hospitality, Charitable Contributions and Sponsorship Involving
Government Officials or Government Entities,
Political Contributions, Suppliers, Vendors &
Other Third Parties, specifically recommended by Government
Officials,Employment Requests from Government Officials, Facilitating Payments.
A copy of the Code has been put for information of all the members of
the Board and management personnel on the website of the Company at the web-link:
"http://www.welspuncorp.com" under the tab "Investors -> Company
Policies".
https://www.welspuncorp.com/uploads/investor_
data/investorreport__117.pdf
All the members of the Board and the Senior
Management Personnel have affirmed with the same.
A declaration signed by the Managing Director & CEO of the Company
is given below:
I hereby confirm that the Company has obtained from all the members of
the Board and the Senior
Management Personnel, affirmation that they have complied with the Code
of Conduct for the financial year 2022-23.
Sd/-
Vipul Mathur
Managing Director& CEO
DIN: 07990476
25. MISCELLANEOUS DISCLOSURES a) Except as mentioned in this Report
with respect to acquisitions, during the year under Report, there was no change in the
general nature of business of your Company. b) Except as mentioned in this Report, no
material change or commitment has occurred which would have affected the financial
position of your Company between the end of the financial year of your Company to which
the financial statements relate and the date of the Report. c) Except as mentioned in the
Para XVI (c) Non-Compliance of the Corporate Governance Report annexed to this
Report, no penalty or strictures were imposed on the Company by the Stock Exchanges or
SEBI or any statutory authority. The Board noted the inadvertent delay in submission as
mentioned above and advised furnishing the intimation with respect to date of payment of
interest to Non-Convertible Debenture holders of all series of
NCDs at the beginning of the financial year. d) No significant and
material order was passed by the regulators or courts or tribunals which would have
impacted the going concern status and your Company's operations in future. e) Your
Company has not made any provision of money for the purchase of, or subscription for,
shares in your Company, to be held by or for the benefit of the employees of your Company
and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and
Debentures) Rules, 2014 is not required. f) The Board of Directors affirms that the
Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Companies
Secretaries of India and that such systems are adequate and operating effectively. The
Company has complied with the applicable Secretarial Standards. g) The Company has not
made any one-time settlement for loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable. h) There was no revision of
financial statements and Board's Report of the Company during the year under review.
i) The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) in
place in line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive,
and the framework ensures complete anonymity and confidentiality. j) The Company has
organized induction training for new joiners, online training and refresher modules,
virtual and classroom trainings, emailers and posters to sensitise the employees to
conduct themselves in manner compliant with the POSH Policy. k) The Company has complied
with provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The ICC comprises of internal as well external members. l) Disclosure of number of
complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 as on the end of the financial year under
Report are as under:
number of complaints pending at the beginning of the financial year:
Nil
number of complaints received during the financial year: Nil
number of complaints disposed-off during the financial year: N/A
number of complaints pending as at end of the financial year: Nil m)
For detail of the Nodal Officer appointed by the Company under the provisions of IEPF and
the web-address on which the details are available, please refer to the Point 11 of Para
XVIII General Shareholders Information of the "Corporate Governance
Report" annexed to the Directors' Report as Annexure 6
26. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013,
your directors hereby confirm 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 had 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 had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d. the directors had prepared the annual
accounts on a going concern basis; e. being a listed company, 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 systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your directors express their deep sense of gratitude to all
stakeholder, bankers, business associates, contractors, customers, employees, government
authorities, joint venture partners, suppliers for the support received from them during
the year and look forward to their continued assistance in future.
For and on behalf of the Board of Directors |
Vipul Mathur |
Balkrishan Goenka |
Managing Director & CEO |
Chairman |
DIN : 07990476 |
DIN: 00270175 |
Place: Mumbai |
|
Date: May 30, 2023 |
|