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Walchand Peoplefirst Ltd.

BSE: 501370 Sector: Others
NSE: N.A. ISIN Code: INE695D01021
BSE 00:00 | 24 Apr Walchand Peoplefirst Ltd
NSE 05:30 | 01 Jan Walchand Peoplefirst Ltd
OPEN 43.60
52-Week high 106.40
52-Week low 34.00
Mkt Cap.(Rs cr) 13
Buy Price 40.65
Buy Qty 75.00
Sell Price 46.00
Sell Qty 20.00
OPEN 43.60
CLOSE 43.65
52-Week high 106.40
52-Week low 34.00
Mkt Cap.(Rs cr) 13
Buy Price 40.65
Buy Qty 75.00
Sell Price 46.00
Sell Qty 20.00

Walchand Peoplefirst Ltd. (WALCHANDPEOPLE) - Director Report

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Company director report


The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 99th Annual Report along with theAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2019.

The State of the Company's Affairs


Particulars For the Year ended 31.03.2019 For the Year ended 31.03.2018

(INR. in Lakhs)

(INR. in Lakhs)

Profit before interest depreciation and taxation 139.82 331.79
Less: Interest (3.06) (2.51)
Less: Depreciation / Amortisation (39.86) (46.39)
Less: Provision for Taxation - Current / earlier years (1.02) (84.76)
Add / (Less): Deferred Tax recognized (6.72) 13.30
Net Profit 89.15 211.44
Add/(Less) : Other Comprehensive Income (Net of tax) (2.66) (1.23)
Add: Balance brought forward 1027.05 816.85
Amount available for appropriation 1113.54 1027.05
Less : Proposed Final Dividend - -
Less : Dividend Tax - -
Balance carried to Balance Sheet 1113.54 1027.05

During the year under review the Company has reported a total income of INR 2695.23lakhs out of which non-operating income amounts to INR 147.68 lakhs. Income fromoperations is INR 2547.55 lakhs which has decreased by INR 133.81 lakhs i.e. by 5% ascompared to the previous year.


There is no change in the nature of Business by the Company during the period underreview.


Your Directors have decided not to recommend any dividend for the Financial Yearended 31st March 2019.


The Company has proposed to transfer Nil amount to the General Reserve out of amountavailable for appropriations.


(A) Conservation of energy -

Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules 2014 pertaining to theConservation of energy is not applicable to the Company.

(B) Technology Absorption -

Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules 2014 pertaining to theTechnology Absorption is not applicable to the Company.

(C) Foreign exchange Earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgoin terms of actual outflows is as follows:

A. Expenditure in Foreign Currency Financial year ended 31.03.2019 Financial year ended 31.03.2018
(INR in Lakhs) (INR in Lakhs)
Royalty Remitted 214.37 191.34
Others 14.74 4.88
B. Earnings in Foreign currency
Professional fees 27.92 45.94
Others 29.18 8.31


Economic Trends:

The global economy hit a high-point in 2018 with global gross domestic product (GDP)on track to finish the year 3.8% higher than where it started. Yet this result beliessome serious inconsistencies that are now dictating trends for 2019. India is alsoimpacted.

The U.S. economy continued to power ahead in 2018 while growth faltered in the rest ofthe world. Looking back 2018 was a year of two halves as annual global growth clocked inat 4% for the first half but shrunk in the second. For 2019 several economists projectoverall growth will gear down slightly to 3.6%.

Meanwhile developed markets and emerging markets are likely to see a reversal offortunes relatively speaking. As growth subsides in the U.S. and other developed marketsemerging markets India principally among them could resume their role as the world'seconomic growth engines. China of course is still grappling with domestic issues andtrade war tensions with the U.S. Though they are more prone to extreme volatilitiesemerging markets as a whole typically grow at a faster pace than developed markets. In2018 that pattern diverged as U.S. economic growth picked up and emerging marketscontended with rising U.S. interest rates and a strengthening dollar. This coupled withtrade tensions rendered emerging-market economies nearly defenseless against the barrageof negative external headwinds. Easing trade tensions could support China's growth andmomentum in global trade both of which would benefit emerging markets.

Growth in Europe is likely to remain above trend but will nevertheless moderatesince the European Central Bank is likely to begin policy normalization and raise itsinterest rates. Morgan Stanley is forecasting 1.6% GDP Euro area growth for 2019 downslightly from 1.9% in 2018. India which aspires to be a middle-income country will faceglobal headwinds.

TheIndian economy started the fiscal year 2018–19 with a healthy 8.2 % growth inthe first quarter on the back of domestic resilience. However it was on a lower base ofthe corresponding period. Growth eased just 6.6 % by the third quarter due to risingglobal volatility largely from financial volatility normalized monetary policy inadvanced economies externalities from trade disputes and investment slowdown. It cannotbe denied that the negative repercussions of demonetization and the difficulties faced bybusiness due to GST the indirect tax worsened matters. Further the Indian rupeesuffered because of the crude price shock and the US economy growth led to FPI outflows.

Opportunities and Challenges

The organized training industry is still at a nascent stage and there are just ahandful of serious pioneers investing in upscaling business. Since they are interested inexpanding market size they are affected by macroeconomic variables. India's slower GDPgrowth has made accelerated growth a challenge. The rising Non Performing Assets of thebanking sector low Gross Fixed capital formation rural distress and a record 45 year oldhigh job crisis threatens to derail the India growth trajectory. The negatives outweighthe positives of the Insolvency and Bankruptcy Code bank recapitalization and foreigndirect investment. The sectors most affected by the sluggish downturn have beenconstruction real estate tourism and hospitality retail telecom and export-orientedcompanies.

The Centre for Monitoring Indian Economy (CMIE) report states that India lost 11million jobs in 2018. Thus new hires were low and India's training industry is feelingthe nasty pinch. The Indian economy slumped to a 5 year low of 7% in the last quarter ofFY 2018-19 signaling the hard days ahead. The projections for 2019-20 have thus flattenedout to a modest 7.3% which can only happen if there is sustained rise in consumption anda gradual revival in investments especially with a greater focus on infrastructuredevelopment. While India has already surpassed France to become the sixth-largest economyby 2019 it may become the fifth-largest economy and possibly the third-largest in 25years. The big worry is that young people are dropping out of the labour force whichmeans lower expectation of hiring. Training business is inextricably intertwined witheconomic growth job market private investments and technology. The government'sinability to encourage private investments despite low repo rates a strong stock marketand stable world economy is a mammoth obstacle. India Inc is the biggest spender ontraining but we see a secular slowdown emerging with sporadic burst of investment fromBFSI IT pharma and healthcare infrastructure and education.

The share of gross capital formation has come down to 31% of GDP in FY 2017–18from about 34 % of GDP in FY 2012–13 driven mostly by government intervention andcapital flows. This suggests that the recovery is lagging due to the absence of privateinvestments and is sustained to a degree only through partial mediums i.e. governmentinvestment and capital flows. In the long-run this is unsustainable and fiscallyimprudent. India has seen reverse migration with joblessness forcing people to move tovillages. These are serious challenges. Some experts however do believe that the tailwindsnotwithstanding hiring in 2019 is expected to be strongest after a gap of four years. 64%of employers have a positive outlook on hiring for the upcoming year according to IndiaSkills Report 2019. The employability index touched a new high of 47% this year anincrease of almost 2-3 % points since last year and about 15% points in the past 5 years.Hiring in technology is expected to make a come back in 2019. Jobs in areas such asanalytics and design are expected to be the most sought-after ones while demand forspecialist technologies in the space of artificial intelligence (AI)/machine learningwould also increase in the coming year. Hospitality travel and automotive are the othersectors which are expected to witness a rise in their hiring numbers. Your company standsto benefit from the fast-growing E-commerce sector and re-skilling and up-skillinginvestments by corporate India.

Outlook Risks and Control

India has set some ambitious goals for the future in the area of education andtherefore by logical corollary the training industry. It is good to see political party'smake a commitment to enhance education budgets to a record high 6% of GDP in theirmanifesto. That is the need of the hour. However until we know the nature of the newgovernment formation we would see political risk at a high level. Labour laws continue tobe archaic and India is becoming a gig economy. With capital-intensive technology the newnorm and artificial intelligence and machine learning the future the workplace will bedifferent. Training will need to adapt to the new paradigm. It can be safely predictedthat while sectors like telecom might see a downsizing there will be a big boom in AIAugmented Reality (AR) robotics and block-chain architecture. India will see better jobgrowth and training prospects in Tier 2 and 3 towns.

For India to become a crucial supplier of attractive Labour and knowledge workers inglobal markets we will need to strengthen our public education system right from theprimary level to advanced higher education.

• Focus on Higher education to retain candidates who go abroad for higher studiesand end up staying overseas. The brain drain continues as western countries are now facingan aging population. Permissions must be given to set up campuses in India to leadingforeign universities.

• We need to boost investment in the Micro Small and Medium Enterprises as theyemploy the largest number of people in India. They have suffered incalculably postdemonetization and their businesses have been veritably damaged.

• There is a need to encourage entrepreneurship through both a dedicated agency aswell as credit access. We need to curate more start-ups that can have a global footprint.

• There is a lot of untapped potential in small towns in

India that can be employed in agro-processing cold storage distribution andlogistics.

• Emerge as a single largest provider of global talent with one in four graduatesin the world being a product of the Indian higher education system.

• Skills Mission has remained embroiled in a bureaucratic labyrinth and not takenoff. There is a need to relook at the objectives and redo the process of public-privatesector collaboration.

India's demographic dividend story is headed for a serious crisis if we do not quicklyunderstand the role of education and training for both the public government and privatesector. It is important that all stakeholders reach a broad consensus on both strategy andexecution as there is a compelling need to correct the fault-lines.

Cautionary Statement

Your Company endeavors to perform and attempt to deliver the best at all times.However the statements made in this report describing the Company's objectivesexpectations or predictions shall be read in conjunction with the government policies asissued and amended from time to time the micro as well as macroeconomic scenarioprevailing at that time global developments and such other incidental factors that mayextend beyond the control of the Company and Management. Keeping this in view the actualresults may materially vary from those expressed in the statement.

Internal Control Systems

Your Company ensures that appropriate risk management limits control mechanisms andmitigation strategies are in place through its efficient and effective Internal ControlSystem and the same completely corresponds to its size scale and complexity ofoperations. The Company strives to put several checks and balances in place to ensure thatconfidentiality is maintained. Effective procedures and mechanisms are rolled out by afull-fledged Internal Audit System to ensure that the interest of the Company issafeguarded at all times. In addition to this the Risk Assessment policy of theorganization is reviewed on a quarterly basis by the Audit Committee/ Board of Directorsof your Company.

Financial Performance

Total income achieved during the year under review is INR 2695.23 lakhs as against INR2816.50 lakhs in the previous year. Income from operations of the Company has been INR2547.55 lakhs against INR 2681.36 lakhs in the previous year showing a decrease of 5%on account of general slowdown in the economy and government initiatives. After providingfor taxation of INR 1.02 lakhs and deferred tax asset of INR 6.72 lakhs the net profit ofthe Company is INR 89.15 lakhs as against the profit after tax of INR 211.44 lakhs in theprevious year. Operating Profit (Income from operations less direct expenses) of theCompany for the current year is INR 417.23 lakhs as compared to INR 585.39 lakhs in theprevious year and hence has decreased by 29% compared to the previous year. Total EBITDAis 5% on total income as compared to 12 % in last year while total PAT is 4% as comparedto 8% in last year.

Human Resources

While growth and success are the prime motto of the Company at the same time it alsorealizes the importance of its human capital. Continuous efforts are made to enhancemanpower productivity through its comprehensive compensation and benefits plans for allits employees. In order to develop a healthy environment within the organization we havea strong Performance Management System which ensures fairness and growth of allindividuals. Our culture reflects our core values which reinforce respect and dignity foreach individual and show work ethics for all employees. An average eight days of trainingper year for each employee is directed at enriching leadership Behavioural functionaland technical skills as well as bringing about a change in the attitude knowledge andskill of employees. Thus through this process of learning and concurrent rewarding yourCompany aims to equip its employees with essential skills and competencies that wouldenable them to step the ladder of success.


The Financial statement of the Company / Directors' Report has not been revised duringthe financial year 2018-19 as per Section 131 of the Companies Act 2013.


The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 (subject to amendment andre-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with thisReport in Annexure I and is a part of this Report. The same is as on 31stMarch 2019


The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.


The Company has adequate internal financial controls beside timely statutory auditlimited reviews and internal audits taking place periodically.


The Board of Directors (herein after called as "the Board") met for fourtimes during the Year under review:

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1. 02.05.2018 1st Floor 1. Ms. Pallavi Jha None
Construction 2. Mr. Sanjay Jha
House 5 - 3. Mr. M. N. Bhagwat
Walchand 4. Mr. V. K. Verma
Hirachand Marg 5. Dr. Vijay N. Gupchup
Ballard Estate 6. Mr. Rajeev Dubey
Mumbai – 400 001
Time: 04:45 P.M.
2. 31.07.2018 1st Floor 1. Ms. Pallavi Jha Dr. Vijay N. Gupchup
Construction 2. Mr. Sanjay Jha
House 5 - 3. Mr. M. N. Bhagwat
Walchand 4. Mr. V. K. Verma
Hirachand Marg 5. Mr. Uday Phadke
Ballard Estate 6. Mr. Rajeev Dubey
Mumbai – 400 001
Time: 01:00 P.M.
3. 26.10.2018 1st Floor 1. Ms. Pallavi Jha Mr. Rajeev Dubey
Construction 2. Mr. Sanjay Jha
House 5- 3. Mr. M. N. Bhagwat
Walchand 4. Mr. V. K. Verma
Hirachand Marg 5. Dr. Vijay N. Gupchup
Ballard Estate 6. Mr. Uday Phadke
Mumbai – 400 001
Time: 05:00 P.M.
4. 05.02.2019 1st Floor 1. Ms. PallaviJha None
Construction 2. Mr. Sanjay Jha
House 5 - 3. Mr. M .N. Bhagwat
Walchand 4. Mr. V. K. Verma
HirachandMarg 5. Dr. Vijay N. Gupchup
Ballard Estate 6. Mr. Rajeev Dubey
Mumbai – 400 001 7. Mr. Uday Phadke
Time: 12:45 P.M. 8. Mr. H. N. Shrinivas


Changes in Directors and Key Managerial Personnel are as follows:

Sr. No. Name of the Director Particulars Date of Appointment/ Resignation
1 Mr. Uday Phadke Appointment as an Additional Independent Director 02.05.2018
2 Mr. Uday Phadke Regularization as an Independent Director 31.07.2018
3 Mr. H. N. Shrinivas Appointment as an Additional Independent Director 26.10.2018
4 Mr. Jehangir Ardeshir Appointment as an Additional Independent Director 05.02.2019
5 Ms. Kajal Sudani Company Secretary & Compliance Officer 05.02.2019

Ms. Pallavi Jha retires by rotation and being eligible offers herself forre-appointment in the ensuing Annual General Meeting.


Pursuant to Section 149(4) of the Companies Act 2013 read with theCompanies(Appointment and Qualifications of Directors) Rules 2014 (subject to amendmentand re-enactment from time to time) the Central Government has prescribed that yourCompany shall have minimum two Independent Directors on its Board.

In view of the above provisions your Company has following Independent Directors:

Sr. No. Name of the Independent Director Date of Appointment / Reappointment Date of passing of Resolution (if any)
1. Mr. M. N. Bhagwat 30.07.2014 30.07.2014
(upto 31.03.2019)
2. Mr. V. K. Verma 30.07.2014 30.07.2014
(upto 31.03.2019)
3. Dr. Vijay N. Gupchup 30.07.2014 30.07.2014
(upto 31.03.2019)
4. Mr. Rajeev Dubey 30.07.2014 30.07.2014
(upto 31.03.2019)
5. Mr. Uday Phadke 02.05.2018 31.07.2018
6. Mr. H. N. Shrinivas 26.10.2018 Proposed on 31.07.2019
7. Mr. Jehangir Ardeshir 05.02.2019 Proposed on 31.07.2019

All the above Independent Directors meet the criteria of ‘independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of ‘independence' as required under section 149(7) of the Companies Act2013.


I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act 2013 read withrules the Company has appropriate Nomination and Remuneration Committee consisting ofthree Non-executive Directors all the Directors being Independent Directors. TheCommittee acts in accordance with the ‘Terms of Reference' approved and adopted bythe Board from time to time.

The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. V. K. Verma (upto 05.02.2019) Chairman
2 Mr. Rajeev Dubey (upto 05.02.2019) Member
3 Mr. M. N. Bhagwat (upto 05.02.2019) Member
4 Mr. H. N. Shrinivas (After 05.02.2019) Chairman
5 Mr. Uday Phadke (After 05.02.2019) Member
6 Mr. Jehangir Ardeshir (After 05.02.2019) Member

Remuneration Policy


The Company considers human resources as its invaluable asset. This policy onNomination and Remuneration of Directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 readwith rules and the Securities And Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 in order to pay equitable remuneration to theDirectors KMPs and employees of the Company and to harmonies the aspirations of humanresources consistent with the goals of the Company.

Objective and purpose of the policy:

• To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of Directors (Executive and Non-Executive) andrecommend to the Board policies relating to the remuneration of the Directors KMP andother employees;

• To formulate the criteria for evaluation of performance of all the IndependentDirector and Directors on the Board;

• To devise a policy on Board diversity;

• To lay out remuneration principles for employees linked to their effortperformance and achievement relating to the Company's goals and support the organization'sbusiness strategy operating objectives and human capital needs.

Constitution of Nomination and Remuneration Committee: The Board has constitutedthe Remuneration Committee on April 29 2004. The nomenclature of the said Committee waschanged to "Nomination and Remuneration Committee" on 17th April2014 and the Company has re-constituted committee on Board Meeting held on 05thFebruary 2019. This is in line with the requirements of the Companies Act 2013. TheBoard has the authority to reconstitute the Committee from time to time.

Terms of Reference of the Nomination and Remuneration Committee: The Nomination& Remuneration Committee is the sub - committee of the Board of Directors of theCompany and the terms of reference of the Committee shall be decided by the Board fromtime to time. The roles and responsibilities of the Nomination and Remuneration Committeeshall be as follows:

1. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees;

2. To identify persons who are qualified to become Directors and who may be appointedin senior management and recommend to the Board their appointment and removal and shallcarry out evaluation of every Director's performance;

3. To determine such policy taking into account all factors which it deems necessary.The objective of such policy shall be to ensure that members of the executive managementof the Company are provided with appropriate incentives to encourage enhanced performanceand are in a fair and responsible manner rewarded for their individual contributions tothe success of the Company;

4. To review the ongoing appropriateness and relevance of the remuneration policy;

5. To approve the design of any performance related pay schemes operated by the Companyand approve the total annual payments made under such schemes;

6. To decide on all share incentive plans for approval by the Board and shareholders.For any such plans determine each year whether awards will be made and if so theoverall amount of such awards the individual awards to the Executive Directors and othersenior executives and the performance targets to be used;

7. To consider and make recommendations in respect of any other terms of the servicecontracts of the executives and any proposed changes to these contracts and to review theCompany's standard form contract for Executive Directors from time to time;

8. To consider any other matters relating to the remuneration of or terms of employmentapplicable to the remuneration of the Directors Key Managerial Personnel and otheremployees.

Appointment of Directors and Key Managerial Personnel: The Committee shallformulate the criteria for determining qualifications positive attributes andindependence of a Director and KMP and recommending candidates to the Board whencircumstances warrant the appointment of a new Director and KMP having regard to theexperience and expertise as may be deemed appropriate by the Committee at the time of suchrecommendation. Term of appointment of Directors: a) Managing Director/ Whole-timeDirector/ Manager: The Company shall appoint or re-appoint any person as its ManagingDirector Whole-time Director or Manager for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Directors:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's Report. NoIndependent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. At the time of appointmentof Independent Director it should be ensured that number of Boards on which such personserves is restricted to seven listed companies as an Independent Director; and in casesuch person is serving as a Whole-time Director in any listed company the number of boardson which such person serves as Independent Director is restricted to three listedcompanies.


Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder including any amendments made thereon and any other applicable acts rulesand regulations the Committee may recommend to the Board with reasons recorded inwriting removal of a Director or KMP subject to the provisions and compliance of the saidAct Rules and Regulations.


The Directors and KMP shall retire as per the applicable provisions of the CompaniesAct 2013 and the prevailing policy of the Company. The Board will have the discretion toretain the Directors and KMP after attaining the retirement age for the benefit of theCompany.

Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees as detailed hereunder: Non-Executive Directors shall be entitled to receive sittingfees for each meeting of the Board or Committee of the Board attended by him of such sumas may be approved by the Board of Directors within the overall limits prescribed underthe Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnels) Rules 2014 (including any statutory modification or re-enactments thereoffrom time to time).

Remuneration of Managing Director CEO and Executive Director:

i. The remuneration/commission to the Managing Director CEO and Executive Directorwill be determined by the Committee and recommended to the Board for approval.

ii. The remuneration commission and increments to be paid to the Managing DirectorCEO and Executive Director shall be in accordance with the provisions of the CompaniesAct 2013 and the rules made there under.

iii. At the time of appointment or re-appointment the Managing Director CEO andExecutive Director shall be paid such remuneration as may be mutually agreed between theCompany (which includes the Nomination & Remuneration Committee and the Board ofDirectors) and the CEO & Managing Director and Executive Director within the overalllimits prescribed under the Companies Act 2013 and rules made thereunder.

iv. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting as applicable.

v. The remuneration of the Managing Director CEO and Executive Director is broadlydivided into fixed and variable components. The fixed compensation shall comprise ofsalary allowances perquisites amenities and retiral benefits. The variable componentshall comprise of performance bonus/commission.

vi. In determining the remuneration (including the fixed increment and performancebonus/ commission) the Nomination & Remuneration Committee shall consider thefollowing:

a) The relationship of remuneration and performance benchmarks is clear;

b) Balance between fixed and variable pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals;

c) Responsibility required to be shouldered by the Managing Director CEO and ExecutiveDirector and the industry benchmarks and the current trends; vii. The Company'sperformance vis--vis the annual budget achievement and individual performance vis--visthe KRAs / KPIs.

Remuneration of Key Managerial Personnel and ther employees:

i. In determining the remuneration of the KMPs and other employees the Nomination& Remuneration Committee shall consider the following:

a) The relationship of remuneration and performance benchmark is clear;

b) Balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals; c) The remuneration isdivided into two components viz. fixed component of salaries perquisites and retirementbenefits and variable component of performance based incentive;

d) The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis--vis the annual budget achievement individuals performance vis--vis KRAs / KPIsindustry benchmark and current compensation trends in the market;

ii. The Managing Director & CEO will carry out the individual performance review ofthe KMPs based on the standard appraisal matrix and after taking into account theappraisal score card and other factors mentioned herein above and decide on the annualincrement and performance incentive. The overall policy for such calculations will beexplained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried out by the KMPs for other employees anddiscussed with the Managing Director & CEO to decide on the annual increments andperformance incentives.

Remuneration to Non-Executive / Independent Director: The Non-Executive /Independent Director may receive remuneration by way of sitting fees for attendingmeetings of Board or Committee thereof except Stakeholders Relationship Committee/Shareholders Grievance Committee Meeting for which no sitting fees shall be paid. Thesitting fees shall be paid as per the applicable provisions of the Companies Act 2013 andrules made there under.

II. Audit Committee:

The existing ‘Audit Committee' of the Company consists of three Directors withIndependent Directors forming a majority and the said constitution is in line with theprovisions of Section 177 of the Companies Act 2013 read with the rules and the Companyhas re-constituted committee in the Board Meeting held on 05th February 2019.The Audit Committee acts in accordance with the ‘Terms of Reference' specified by theBoard in writing from time to time.

The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. M. N. Bhagwat (upto 05.02.2019) Chairman
2 Mr. Sanjay Jha Member
3 Mr. V. K. Verma (upto 05.02.2019) Member
4 Dr. Vijay N. Gupchup (upto 05.02.2019) Member
5 Mr. Uday Phadke (after 05.02.2019) Chairman
6 Mr. Jehangir Ardeshir (after 05.02.2019) Member

Terms of Reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible; 2 . Recommendation for appointment remuneration and terms of appointmentof Auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by them;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to: a.Matters required to be included in the Director's Responsibility Statement to be includedin the Board's Report in terms of clause (c) of sub-section 3 of section 134 of theCompanies Act 2013; b. Changes if any in accounting policies and practices and reasonsfor the same; c. Major accounting entries involving estimates based on the exercise ofjudgment by management; d. Significant adjustments made in the financial statementsarising out of audit findings; e. Compliance with listing and other legal requirementsrelating to financial statements; f. Disclosure of any related party transactions; g.Qualifications in the draft audit report.

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the Company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18. To review the functioning of the Whistle Blower mechanism;

a. Every listed company or such class or classes of companies as may be prescribedshall establish a vigil mechanism for directors and employees to report genuine concernsin such manner as may be prescribed;

b. The vigil mechanism under sub-section (9) of section 177 of the Companies Act 2013read with rules shall provide for adequate safeguards against victimization of persons whouse such mechanism and make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases;

19. Approval of appointment of CFO (i.e. the Whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;

20. The Audit Committee shall mandatory review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee;

21. The Audit Committee shall have powers which should include the following:

a. To investigate any activity within its terms of reference. The Audit Committee shallhave authority to investigate into any matter in relation to the items specified insub-section (4) of section 177 of the Companies Act 2013 read with rules or referred toit by the Board and for this purpose shall have power to obtain professional advice fromexternal sources and have full access to information contained in the records of theCompany;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice;

d. To secure attendance of outsiders with relevant expertise if it considersnecessary;

22. All Related Party Transactions shall require prior approval of the Audit Committee.

Approval or any subsequent modification of transactions of the company with relatedparties;

23. When money is raised through an issue (public issues rights issues preferentialissues etc.) the Company shall disclose the uses / applications of funds by majorcategory (capital expenditure sales and marketing working capital etc.) on a quarterlybasis as a part of their quarterly declaration of financial results to the AuditCommittee.

Further on an annual basis the Company shall prepare a statement of funds utilizedfor purposes other than those stated in the offer document / prospectus / notice and placeit before the audit committee. Such disclosure shall be made only till such time that thefull money raised through the issue has been fully spent. This statement shall becertified by the statutory auditors of the Company. Furthermore where the Company hasappointed a monitoring agency to monitor the utilization of proceeds of a public or rightsissue it shall place before the Audit Committee the monitoring report of such agencyupon receipt without any delay. The audit committee shall make appropriaterecommendations to the Board to take up steps in this matter.

III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Committee has the mandate to review redress shareholders' grievances and toapprove all share transfers / transmissions.

The Company has re-constituted committee on Board Meeting held on 05thFebruary 2019 and the composition of the Stakeholders Relationship Committee /Shareholders Grievance Committee as on 31st March 2019 is as under:-

Sr. No. Name of the Director Designation
1 Mr. V. K. Verma (upto 05.02.2019) Chairman
2 Mr. Sanjay Jha Member
3 Ms. Pallavi Jha Member
4 Mr. Uday Phadke (after 05.02.2019) Chairman

Mr. Vivek Wadhavkar Senior Manager (Accounts and Finance) has resigned from thedesignation as the Compliance Officer and Ms. Kajal Sudani has been appointed as CompanySecretary & Compliance Officer. The functions of the Stakeholder's RelationshipCommittee / Shareholders' Grievance Committee include the following:-

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates;

3. Review of shares dematerialized and all other related matters;

4. Monitors expeditious redressal of investors' grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

IV. The Vigil Mechanism:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The same is uploaded on the website of the Company (


There are no qualifications reservation or adverse remarks or disclaimers made by theStatutory Auditors of the Company in their report however Secretarial Auditors of theCompany have made the following qualification in their report: a). During the financialyear there was a non-compliance for the period between 1st April 2018 to 04thFebruary 2019 with respect to appointment of Company Secretary under provisions ofSection 203 of the Companies Act 2013 read with Regulation 6(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. (For appointment of QualifiedCompany Secretary as Compliance Officer) The Company has appointed a Qualified CompanySecretary and Compliance Officer w.e.f. 05th February 2019.

Directors' Response:

The Company was in search of a competent Company Secretary to handle the secretarialcompliances for which it has published advertisement in newspaper and has also sent avacancy notice to be displayed on the notice board of The Institute of Company Secretariesof India.


The company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 read with rules and the particulars of contracts orarrangements with related parties referred to in Section 188(1) as prescribed in FormAOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under theCompanies Act 2013 is appended as Annexure – II.


As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on code of conduct for Independent directors a Comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been Carried out byyour Company during the year under review as per the evaluation criteria approved by theBoard and based on the guidelines given in schedule IV to the Companies Act 2013.

For the purpose of carrying out performance evaluation exercise three types ofEvaluation forms were devised in which the evaluating director has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating on the scale of six.

Such evaluation exercise has been carried out: i. of Independent Directors by theBoard; ii. of Non-Independent Directors by all the Independent Directors in separatemeeting held for the purpose on 05th February 2019; iii. of the Board as awhole by all the Directors; iv. of the Committees by all the Directors; v. of theChairperson of your Company by the Independent Directors in separate meeting after takinginto account the views of the Executive/ Non-Executive Directors; vi. of the Board byitself.

Having regard to the industry size and nature of business your Company is engaged andthe evaluation methodology adopted is in the opinion of the Board sufficient appropriateand is found to be serving the purpose.

The Independent Directors of the Company are evaluated by the Non-Executive Directorsand the other Directors of the Board. The criteria's for the evaluation of the IndependentDirectors are: a. Attendance record; b. Possesses sufficient skills experience and levelof preparedness which allows the person to clearly add value to discussions and decisions; c. Able to challenge views of others in a constructive manner; d. Knowledge acquiredwith regard to the company's business/activities; e. Understanding of industry and globaltrends; f. Any qualitative comments and suggestions for improving effectiveness.


M/s. K. S. Aiyar & Co. Statutory Auditors of your Company having (ICAI FirmRegistration No. 100186W) were appointed at the 95th Annual General Meeting ofthe Company held on 31st July 2015 for a period of 5 years i.e. from financialyear 2015-2016 to 2019-2020. In view of the above the Audit Committee is requested tonote the eligibility of the Statutory based on the Certificate received from themconfirming that they do not attract any disqualification u/s. 141 of the Companies Act2013.

In accordance with the Companies Amendment Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.


The Company has appointed M/s. Nilesh Shah & Associates Practising CompanySecretaries as a Secretarial Auditor of the Company according to the provision of section204 of the Companies Act 2013 and for conducing Secretarial Audit of Company for thefinancial year 2018-2019. M/s GHV & Co. has been appointed for the financial year2018-2019 as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Report of the Secretarial Audit and Annual Secretarial ComplianceReport pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February2019 are annexed herewith as Annexure III & Annexure IV. The Secretarial AuditReport and Annual Compliance Report contain the qualifications reservation or adverseremarks as mentioned in Item No. 15 of the Directors' Report.


No material changes and commitments other than in the normal course of business haveoccurred after the close of the year till the date of this Report which affect thefinancial position of the Company.


There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.


Sr. No Name of Company Subsidiary / Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A N.A. N.A.


As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 100 listed entities needs to adopt RiskManagement Policy. Therefore the Company is not required to adopt Risk Management Policy.


The Company is committed to provide safe and conducive environment to its employeesduring the year under review. Your Directors further state that during the year underreview there was one case filed pursuant to the Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company has an Internal Complaints Committee (ICC) to redress complaints receivedregarding sexual harassment. The complaint which was received by the ICC in 2018-19 wasdealt with and the report was submitted to the Management. The same was discussed andactioned.


The Company has complied with applicable secretarial standards during the year 2018-19.


The Company has not issued any equity shares with differential voting rights.

27. DISCLOSUREASPERRULE5OFTHECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014: Disclosures with respect to the remuneration of DirectorsKMPs and employees as required under section 197(12) of the Companies Act 2013 read withRule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure V to this Report.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OFCOMPANIES ACT 2013: There are no frauds reported by the Auditor which are required tobe disclosed under Section 143(12) of Companies Act 2013.


The Company has not made any investments given any loans and guarantee as per Section186 of Companies Act 2013 for the year ended 31st March 2019.


The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form MGT-9–Extract of the Annual Return (appendedas Annexure-I).


During the year under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed classes ofCompanies mentioned under section 135(1) of the Companies Act 2013.


There is no material or significant orders passed by the regulators or courts ortribunals impacting the going concern status and the company's operation in future.


Pursuanttosub-section(5)ofSection134oftheCompanies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained / receivedfrom the operating Management your Directors make the following statement and confirmthat-a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; d) the directors had prepared the annual accounts on agoing concern basis; e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.


Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board
Ms. Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201 Sterling Heritage
39 N S Patkar Marg Gamdevi
Place: Mumbai
Date: 10th May 2019

Annexure – II Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of material contracts or arrangement or transactions not at arm'slength basis : Not Applicable

2. Details of material contracts or arrangement or transactions at arm's lengthbasis :

1) (a) Name(s) of the related party and nature of relationship: Ms. Maithili Jhadaughter of Ms. Pallavi Jha Chairperson and Managing Director and Mr. Sanjay JhaWhole-time Director.

(b) Nature of contracts/arrangements/transactions: Payment of Salary pursuant to thearrangement with regard to employment.

(c) Duration of the contracts/arrangements/transactions: Permanent.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Senior Manager – Brand and Corporate Strategy-Salary of Rs. 554227/- paidupto August 2018.

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: NIL

2) (a) Name(s) of the related party and nature of relationship: M/s. Walchand andCompany Private Limited.

(b) Nature of contracts/arrangements/transactions: Rent Received.

(c) Duration of the contracts/arrangements/transactions: 11 Years & 11 Months .

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Nil

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: NIL

For and on behalf of the Board
Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201 Sterling Heritage 39
Place: Mumbai N S Patkar Marg Gamdevi
Date: 10th May 2019 Mumbai-400007

Annexure V

Details pertaining to remuneration as required under section 197(12) read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the Financial Year 2018-19 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the Financial Year2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr No. Name of Director/KMP Designation Remuneration of Director/ KMP for the Financial Year 2018-19 (Rs. in lakhs) (Excluding perquisite value of ESOPs exercised) Remuneration of Director/ KMP for the Financial Year 2018-19 (Rs. in lakhs) (Including perquisite value of ESOPs exercise % increase in Remuneration in the Financial Year 2018-19 (Excluding perquisite value of ESOPs exercise % increase in Remuneration in the Financial Year 2018-19 (Including perquisite value of ESOPs exercised) Ratio of Remuneration of each Director to median remuneration (Including perquisite value of ESOPs exercised) of employees for the Financial Year Comparison of the Remuneration of the KMP against the performance of the Company (Excluding perquisite value of ESOPs exercised) Comparison of the Remuneration of the KMP against the performance of the Company (Including perquisite value of ESOPs exercised)
1 Pallavi Jha Chairperson & Managing Director 10080894 0 3.50% 0 0 0 0
2 Sanjay Jha Executive Director 9488890 0 3.69% 0 0 0 0
3 ShruthiPatni Chief Financial Officer and Operations Head 4540104 0 4.00% 0 0 0 0

The details of top ten employees of the company as per section 196 rule 5(2) of thecompanies (Appointment and Remuneration of Managerial Personnel) rules 2014 are as perbelow :

Sr. No. Name of Employee Designation of Employees Nature of Employment whether contractual or otherwise Qualification and experience of employee Date of the Commencement of Employment Age of Em- ployee Last employment held by such employee before joining the Company Nature of relationship if any with the director / manager of the Company Percentage of Equity shares held by employee Remuneration
1 Pallavi Jha Chairperson & Managing Director Permanent MBA 2007-07-26 54 HCC Wife of Mr. Sanjay Jha 9542265
2 Sanjay Jha Executive Director Permanent MBA 2007-07-27 58 Bank of America and ANZ Grindlays Bank Husband of Ms. Pallavi Jha 8973029
3 Shruthi Patni Chief Financial Officer and Operations Head Permanent CA - 16 yrs 2010-01-18 42 World Wide Media Limited 4540104
4 Manu Nanda Vice President - Business Development Permanent PG - Arts - 24 yrs 2011-12-12 49 Hero Mind Mine Institute 3463607
5 Meghdoot Bose Senior Business Consultant Permanent MBA - 15 yrs 2013-04-22 40 People Strong HR Service 2999833
6 Isar Qureshi Associate Vice President – Training Permanent MBA - 20 yrs 2011-05-16 50 Tata AIG Insurance 2778958
7 Sai Viswanathan Senior Business Consultant Permanent PGDBA - 12 yrs 2011-04-01 37 Info Edge Limited 2576807
8 Mangesh Wagle Associate Vice President - Training Permanent MMS-24 yrs 2010-01-04 46 Greens and Pastures Consultants 2313579
9 Paayal Varma Senior Training Consultant Permanent M.Com-12yrs 2015-08-10 49 Yes Bank Limited 2221512
10 Shrinivas Prabhu Senior Training Consultant Permanent M.B.A-12yrs 2006-01-09 36 Bharti Airtel Limited 2071240


For and on behalf of the Board
Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201 Sterling Heritage 39
Place: Mumbai N S Patkar Marg Gamdevi
Date: 10th May 2019 Mumbai-400007