Dear Members,
The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31,2023.
Summary of operations/results
The financial results of the Company for the year ended March 31,2023 as compared to that of previous year are summarized as under:
Company's Affairs & Financial Performance
In comparison to previous year, the performance during FY 2023 was adversely impacted due to a lower brokerage income caused by a weak investor sentiment and higher other expenses on account of inflationary pressures. The weak investor sentiment was a result of successive shocks on the global economy, beginning with the supply chain disruptions caused by the war, leading to abnormally high inflation; leading to a steep rate hike cycle; and now economic slowdown. All of this had a negative impact on the Company's profitability.
During FY 2023, the company reported a net profit of Rs 504.50 lakhs as against a profit of Rs 1,372.07 lakhs in FY 2022.
Transfer to reserves
The Board of Directors of your Company, has decided not to transfer any amount to the reserve for the year under review.
Dividend & Transfers to IEPF
Your Board does not recommend any dividend for the financial year ended March 31,2023.The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.
Change in the nature of business
No changes occurred in the nature of business during the financial year ended March 31,2023 and till the date of issue of this report.
Deposits
The Company has not accepted any deposits and as such, no amount of principal or interest is outstanding as of the Balance Sheet date.
Internal Financial Control (IFC)
Your Company's internal control system (including Internal Financial Controls and with reference to Financial statements) ensures efficiency, reliability and completeness ofaccounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization and the protection of the Company's assets.
The Company has appointed M/s. JignaSheth& Associates, Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.
Significant and material orders
There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.
Subsidiaries, Joint Ventures and Associate Companies
Your Company does not have any subsidiaries or associate companies; also it has not entered into any joint venture agreements with any other entities.
Share Capital
The paid-up Equity Share Capital as at March 31,2023 stood at 9,68,72,000/- There was no change in the paid-up share capital during the year under review.
During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants
Statutory Auditors
The Members have at the 27th Annual General Meeting of the Company held on 27th September, 2022 approved the appointment of M/s. Kochar& Associates, Chartered Accountants (Firm Registration No. 105256W) as the Statutory Auditors of the Company for a period of consecutive five years from the financial year 2022-23, to hold office from the conclusion of the 27th AGM till the conclusion of the 32nd AGM of the Company to be held in the calendar year 2027.
Accordingly,M/s. Kochar& Associates, shall continue as the Statutory Auditors till the 32nd AGM of the Company to be held in the calendar year 2027.
Auditor'sReport
The statements made by the auditors in their report are self-explanatory and do not require any comments by the Board of Directors.
Secretarial Auditor
As required under Section 204 of the Companies Act, 2013 and Rules made thereunder the Board has appointed M/s. Priti J. Sheth & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the F Y 2022-23.
The Secretarial Audit Report for the financial year 2022-23 forms part of the Annual Report as "Annexure A"to the Board's Report.
Directors comment on qualification or observation
No adverse remark or qualification is marked in Secretarial Audit Report.
Auditor's certificate on corporate governance
As required under Listing Regulations, the auditors' certificate on corporate governance is enclosed as "Annexure B" to the Board's report.
Directors and Key Managerial Personnel
Retirement by rotation
As per provisions of the Companies Act 2013, Mr. Manoj Bharadia (DIN- 00035385) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.
Proposed Appointment
The term of Mr. Manoj Bharadia as Whole time Director expires on 31stOctober, 2023. Keeping in view his expertise and skills and pursuant to recommendation of Nomination and Remuneration Committee, the re appointment of Mr. Manoj Bharadia as Whole time Director for the term of 3 years w.e.f 1stNovember, 2023 is placed for Members approval.
Appointments
The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, have re-appointed Mr. Deepak Lahoti as Whole time Director and Mr. Ashok Bharadia as Managing Director for a period of 3 years effective from April 1, 2022 and April 28, 2022 respectively subject to the approval of the Shareholders of the Company.
Approval of the members was sought through notice of postal ballot dated June 23, 2022.
Certificate from Company Secretary in practice
Priti J Sheth of M/s Priti J Sheth& Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that one of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure "C"
Declaration by independent directors
All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.In the opinion of the Board, the Independent Directors fulfil the conditions of independence. The Independent Directors have also affirmed that they have complied with the Company's Code of Business Conduct. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Report on Corporate Governance.
In the opinion of the Board, the independent directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.
Familiarization programme for independent directors
All new Independent Directors appointed on the Board attend a familiarization programme.
After appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.
Board evaluation
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the nomination and remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
Extract of Annual Return
Pursuant to Section 134 (3) (a) of the Companies Act, 2013 the Company shall place the Annual Return for FY 2022-23 on its website www.wallfort.com once the same is submitted to ROC.
Corporate Social Responsibility (CSR)
The Board has approved the CSR budget of Rs. 9,83,000/-for Financial Year 2022-23.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013, during the year are set out in "Annexure D" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company at www.wallfort.com.
Number of meetings of the Board
The Board duly met eight times during the financial year.Details of the meetings of the Board, are given in corporate governance report, which forms part of this report.
The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Committees of the Board
Currently, the Board has four committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders' Relationship Committee.
The details of the committees of Board are detailed in the Corporate governance report which forms a part of the Annual Report.
Details of transactions entered by the Company with non-executive directors
Following transactions were entered into by the Company with non-executive directors during the year under review.
1. Sitting fees paid to all the Directors for attending Board meetings.
2. Brokerage services rendered to Mrs. Sangeeta Bharadia.
Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013
The Company has not given any loan, guarantee or provided any security in connection with a loan to any other body corporate or person exceeding the specified limits mentioned under section 186(2) of the Companies Act, 2013.
Further, details of investments made by the Company during the year under review form a part of the financial statements.
Related Party Transactions
The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2.
Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of notes to accounts.
The Company does not have any holding and subsidiary Company and therefore the related party disclosures as required to be given under Part A of Schedule V of Listing Regulations are not applicable.
Transactions of listed entity with person/entity belonging to the promoter /promoter group which holds 10% or more shareholding in the listed entity.
Mr. Manoj Bharadia
Mr. Ashok Bharadia
(Wholetime Director)
(Managing Director)
Particulars of remuneration to Directors, Key Managerial Persons and employees
The ratio of the remuneration of each Director to the median employee's remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board Report as "Annexure E"
Particulars of Employees
The Company wishes to place on record its appreciation to the contribution made by the employees to the operations of the company during the period.
During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and hence no disclosures are made.
Disclosure as per rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 (as amended) hwith respect to particulars of top ten employees in terms of remuneration drawn will be available at the Registered Office of the Company for inspection.
Disclosure as per rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 (as amended) with respect to particulars of top ten employees in terms of remuneration drawn will be available at the Registered Office of the Company for inspection.
Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo.
The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as "Annexure F" to the Board's report.
Material changes and commitments
No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report.
Policy on director's appointment and remuneration
The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.
The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.wallfort.com). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
Policies
All our policies are available on our website (www.wallfort.com). The policies are reviewed periodically by the Board and updated based on need.
Corporate governance
Our Corporate governance philosophy: Your Company's philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity.
The Corporate governance report for the financial year ended on March 31, 2023 forms a part of this Annual Report.
Management discussion and analysis
The report on management discussion and analysis as per the Listing Regulations forms integral part of this Annual Report.
Director's responsibility statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors of the Company confirm that:
a) In the preparation of the Annual Accounts for the year ended 31stMarch 2023, the applicable Accounting Standards have been followed and there are no material departures;
b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2023 and of the profit and loss of the Company for the year ended as on that date.
c) The Directors have 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 have prepared the annual accounts on a 'going concern' basis.
e) 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.
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.
Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the rules made there under the Company is not required to maintain cost records.
Internal Complaints Committee
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.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour.
During the year ended 31stMarch, 2023, no complaints recorded pertaining to sexual harassment. Insolvency and Bankruptcy Code
No application has been made under the Insolvency and Bankruptcy Code.
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.
Details of Valuation
The requirement to disclose 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
Acknowledgements
The Board of Directors acknowledge the continued support and co-operation extended by the statutory authorities, Government authorities, bankers, stock exchange, stakeholders and employees of the Company.