Directors Report TO THE MEMBERS OF WEIZMANN FOREX LIMITED The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31, 2016. 1.OPERATING RESULTS The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended 31st March 2016. 2. DIVIDEND Your Directors had declared an Interim Dividend of 75% i.e. Rs. 7.50/- in its Board meeting held on March 11, 2016 and confirmed the Interim Dividend declared and paid as Final Dividend for the financial year ended March 31, 2016 (Previous year 2014-15 : 75% i.e. Rs. 7.50/-per equity share). 3. RESERVE No amount was transferred to General Reserve during the year under review 4. PERFORMANCE During the year 2015-16, the Company continued its main business activities of Money Changing and Money transfer, as an RBI Authorized Dealer category II for its Money Changing and one of the Principal Agents of Western Union Financial services, USA for its Money Transfer activity respectively. In addition to these core areas of business, leveraging the Company's large pan India network of 200 plus outlets & 50000 plus sub-agents' outlets, it also offers its services in the areas of Travel & Tourism, Telecom and Insurance. Further the Company also continues to nurture & support its foray into furthering the development of green energy by direct investment like wind power generation from its 7.2 MW wind farms in Tamil Nadu & Maharashtra and indirect investments through Special Purpose Companies. During the year under review your Company has achieved a profit before tax of 35.09 Cr. which is 19.52 % higher than the previous year's achievement of 29.36 Cr. The Profit after Tax for the current year is 21.87 Cr, which is higher by 17.39% than previous year's results of 18.63 Cr. The above performance was contributed by increase in the turnover by 7.19 %, in its Money Changing Division - 4,651 Cr. in the current year as against 4,339 Cr. in the previous year, coupled with better margins & improved Inventory & Cash Management, have contributed to Company's bottom line. In Money Transfer business activity the income increased by 5.89 % - 113.38 Cr. in the current year as against 107.08 Cr. in the previous year. Company could achieve the above feats in spite of the tough market conditions in both its core activities. Both the core activities of the Company are regulated by Reserve Bank of India and the Company constantly upgrades its systems and procedures to comply with the extant guidelines of the regulatory body by providing continuous training to employees, strengthening its internal control and internal audit system which not only helps in compliance but also in contributing to the bottom line. The Company has also facilitated online booking of foreign exchange for its customers so as to provide insulation from the fluctuation of exchange rate for a specific period. This has been made feasible through tie up with a group entity having online platform in providing leads for purchase and sale of foreign exchange. 5. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES The Company does not have any subsidiary Company. Batot Hydro Power Ltd., Brahmanvel Energy Ltd., Khandesh Energy Projects Ltd. and Weizmann Corporate Services Ltd. are the Associates of the Company. Horizon Remit SDN, BHD, Malaysia is the Joint Venture of the Company. In accordance with Section 136 of the Companies Act, 2013 read with Rule 10 of The Companies (Accounts) Rules, 2014, a company may forward statement of accounts containing the salient features in the prescribed form and simultaneously ensure that copies of the financial statements including consolidated financial statements along with Auditors Report, Directors Report and other documents that are required to be attached are annexed with the financial statements and made available for inspection at the registered office of the company, during working hours for a minimum period of 21 days prior to the meeting of the shareholders. Accordingly Accounts in the Abridged Form as prescribed in Form AOC-3 of the subject rules are being forwarded to all the members of the company with complete set of financial statements available at the registered office of the company as well as on the website of the Company www.weizmannforex.com. Also salient features in the financial statement of associate companies and joint venture compiled in Form AOC-1 of the subject Rules are attached to the financial statements. No Company became or ceased to be an Associate or Joint Venture during the year under review. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013, Mr. Chetan D. Mehra and Mr. Hitesh V. Siraj retires by rotation and being eligible have offered themselves for reappointment. Mr. Chetan D. Mehra, Director of the Company has been designated as Vice Chairman of the Company with effect from February 9, 2016. The Managing Director of the Company Mr. B.S. Shetty was reappointed for a period of one year with effect from December 1, 2015, subject to shareholder's approval. The resolution for his reappointment is included in the Notice of the 31st Annual General Meeting. During the year no Directors have resigned from the Board. The Board of Directors had five meetings during financial year 2015-16. The necessary quorum was present for all the meetings. 7. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director. 8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013 An extract of Annual Return as at March 31, 2016 pursuant to section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report. 9. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm: i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; ii) that 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 of the Company for that period; iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; iv) that the Directors had prepared the annual accounts on a going concern basis. v) that 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 vi) 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 ; 10. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 The Board confirms the receipt of statement of declaration from independent directors as called for u/s.149(6) of the Companies Act, 2013. 11. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES The Company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees ; formulating criteria for evaluation of independent directors and the Board ; devising policy on Board diversity ; identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. Appointment and Remuneration to Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors is subject to satisfaction of conditions u/s.149(6) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013. The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company are based on their requisite qualifications, skills, experience and knowledge in the relevant fields. Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, company's business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes etc. The remuneration policy as above is also available on the website of the company – http://www.weizmannforex.com/investors/policies-documentation/ 12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits and other Disclosures pertaining to remuneration as set out in the said rules are compiled with. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. 13. DISCLOSURE OF PARTICULARS Pursuant to Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 the disclosure of particulars regarding Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company. The details of Foreign exchange earnings and outgo are as follows: 14. FIXED DEPOSITS Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year. 15. SHARE CAPITAL The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs.11,56,43,570/-The company has not issued any new equity shares during the year. 16. PARTICULARS OF LOANS , GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013 Details of loans given: Loans given to Batot Hydro Power Ltd. during the year - Rs. 45.75 Lac & balance as on March 31, 2016 - Rs.494.87 Lac, Windia Infrastructure Finance Ltd.- Rs.2,836.37 Lac & balance as on March 31, 2016 - Rs.669.46 Lac and Tapi Energy Projects Ltd. - Rs.4,808.01 Lac & balance as on March 31, 2016 - Rs.489.56 Lac . Details of Investments made during the year During the year investments made in Equity shares of Batot Hydro Power Ltd. - 1,208.63 Lac and Horizon Remit SDN, BHD - 26.72 Lac. Details of Guarantees given During the year he Company has given guarantee of 25 Crore to The RBL Bank Ltd. on behalf of its Associate Company, Batot Hydro Power Ltd. during the year under review. 17. PARTICULARS OF CONTRACTS OR ARRANGEMNET WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 The transactions with the Related Parties are at arm's length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014. The related party transactions are placed before the Audit Committee as also the Board for approval. 18. POLICY ON RELATED PARTY TRANSACTIONS The Company has framed a policy on related party transactions and the same has been hosted on its website http:/ / www. weizmannforex.com / investors / policies documentation / The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act, 2013 and SEBI (Listing Regulations and Disclosure Requirement) Regulations 2015 and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any. 19. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The company is also constituted a Risk Management Committee for the above purpose. The company has laid down detailed process in planning, decision making, organizing and controlling. The Risk Management Policy has been hosted on the company's website: http://www.weizmannforex.com/investors/policiesdocumentation/ 20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to a registered trust which is undertaking the activities prescribed under Schedule VII of the Companies Act, 2013. The Annual report on CSR activities is annexed as a separate Annexure II. The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company: h t t p : / / w w w. w e i z m a n n f o r e x . c o m / i n v e s t o r s / p o l i c i e s - documentation/. 21. ESTABLISHMENT OF VIGIL MECHANISM The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The whistle blower policy covering all employees and directors of the company is hosted on t h e c o m p a n y ' s w e b s i t e h t t p : / / w w w. w e i z m a n n f o r e x . c o m / i n v e s t o r s / p o l i c i e s - documentation/. 22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future. 23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There were no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 24. AUDITORS The Auditors M/s. Sharp & Tannan, Chartered Accountants having firm registration number 109982W, hold office till the conclusion of Annual General Meeting to be held in the year 2020 and eligible for ratification of their appointment for the financial year 2016-17. It is therefore proposed to ratify the appointment of M/s. Sharp & Tannan, Chartered Accountants as Statutory Auditors for the financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their reappointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 139(1) and they fulfill the criteria laid down under Section 141 of the Companies Act 2013. 25. SECRETARIAL AUDIT REPORT Pursuant to requirement of section 204 of the Companies Act, 2013, the company had appointed Shri Martino Ferrao – Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2015-16 and whose report of 11th May, 2016 is attached as a separate Annexure III . There are no adverse observations in the Secretarial Audit report. 26. AUDITOR'S REPORT The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory. 27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System to commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. 28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBIITION AND REDRESSAL) Act, 2013. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints have been received. 29. CORPORATE GOVERNANCE Your Company has complied with Corporate Governance requirement as the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A report on Corporate Governance is annexed as a separate Annexure IV. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance. 30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as a separate Annexure V forming part of this Report. 31. ACKNOWLEDGEMENT Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company. For and on behalf of the Board Dharmendra G. Siraj Chairman Place : Mumbai Date : 25th May 2016 |