Dear Members,
Your Directors are pleased to present the 43 rd Annual Report along
with the Audited Financial Statement of the Company for the year ended March 31, 2025.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
Sales and other income |
74,909 |
71,817 |
Profit/(Loss) before interest, depreciation
and exceptional items |
5,616 |
7,733 |
Interest and Financial charges |
4,397 |
3,325 |
Depreciation and Amortization |
1,619 |
1,548 |
Profit/ (Loss) before exceptional items and
tax |
(400) |
2,860 |
Profit/(Loss) before tax |
(400) |
2,860 |
OPERATIONS
Operations of the Company were as under:
Particulars |
2024-25 |
2023-24 |
|
Production (Qty M.T.) |
Sales (Qty M.T.) |
Gross Sales |
Production (Qty M.T.) |
Sales (Qty M.T.) |
Gross Sales |
Pipe |
4,731 |
4,807 |
26,208 |
4,683 |
4,785 |
25,294 |
Steel |
29,989* |
18,860 |
45,536 |
28,439* |
15,903 |
43,762 |
Others |
- |
- |
628 |
- |
- |
611 |
Total |
34,720 |
23,667 |
72,372 |
33,122 |
20,688 |
69,667 |
*Includes produced for Captive Consumption
By focusing on the core competencies and emphasizing on value over only
volume, the Company could perform satisfactorily in the FY2025.
During FY25, the Company had to face lots of challenges viz.
concentration of container traffic on China- US corridor resulting into lower container
availability and higher freight costs, geo political tensions in various parts of the
world, demand slowdown in Europe and uncertainty due to US tariff decisions. Despite
these, we continue to engage with all our customers to manage these ongoing uncertainties
and operational stability.
Welspun Specialty remains sharp focused on buoyant domestic Indian
market which is steadily growing and offering significant opportunities specially in value
segments like energy, defence, space, powergen, oil & gas, petrochemicals,
engineering, public infrastructure etc. Spend on various strategic sectors combined with
preference for domestic manufacturing under Make in India policy is creating demand thrust
in the country. The growth spend is expected to continue and increase further in times to
come. In this scenario an integrated special steels & seamless tubes player like
Welspun Specialty offering end-to-end product solutions has incredible opportunities
coming its way.
Major highlights of FY25:
After getting felicitated by BHEL Samvaad 4.0 for developing
SUP304H & T91 SS boiler tubes for super critical power
plants, Weslpun Specialty received 4,050 MT order from BHEL for SS
boiler tubes for super critical power plant.
Our Company has got AS 9100D accreditation for aerospace
application. Recommendation letter is already received and certification is to follow.
First tubes order successfully booked for Grades T91 / P91,
marking a key step toward establishing regular business in this high-potential segment.
A new high-value grade, Welsonic-60 (UNS S21800) was produced
and delivered, adding to the Company's premium alloy portfolio.
Our Company has booked first order and delivered successfully
for Super-13Cr for oil well applications, opening new avenues in this sector.
Exploratory initiatives in new geographic markets have also
begun yielding results, with first orders received from South Africa.
Your Company succefully raised Rs 350 Crore through Rights
Issue, which got oversubscribed by 3.41%.
Share of renewable electricity in the overall electricity
consumption rose to 31%.
Welspun Specialty continues to remain optimistic focusing on the core
competencies - development and delivery of value added products, Innovative product
offerings that meet critical market needs, building strategic partnerships, securing
approvals and accreditations to enhance our capabilities, embracing technology, fostering
innovation and digitalization to streamline our processes and drive growth and consistent
thrust on sustainability.
The strategy is to enhance the competitive market position by
diversifying into sustainable, high-growth industries and expanding into new grades and
applications. The key differentiators will be a) focus on manufacturing and technology
upgradation, b) build global customer base and enter new geographical segments, c)
research, development and technological capabilities and d) quality control and quality
certifications.
With expected higher utilization and well planned business strategy,
the profitability of the Company is likely to improve with stronger balance sheet.
SHARE CAPITAL
During the year under review, the following are some of changes which
happened and resulted into increase in paid up share capital of the Company.
Reclassification of authorised share
capital:
The Members of the Company at their Annual General Meeting held on
September 25, 2024 by passing a special resolution reclassified the authorized share
capital of the Company from Rs.565,00,00,000/- (Rupees Five Hundred and Sixty Five Crores
Only) divided into: (i) 55,00,00,000 (Fifty Five Crores) Equity Shares of Rs.6/- (Rupees
Six Only) each and (ii) 23,50,00,000 (Twenty Three Crores Fifty Lakh) Preference Shares of
Rs.10/- (Rupees Ten Only) each to Rs.565,00,00,000/- (Rupees Five Hundred and Sixty Five
Crores Only) divided into: (i) 85,00,00,000 (Eighty Five Crores) Equity Shares of Rs.6/-
(Rupees Six Only) each and
(ii) 5,50,00,000 (Five Crore Fifty Lakh) Preference Shares of Rs.10/-
(Rupees Ten Only) each, which led to consequential alteration of clause V of the
Memorandum of Association of the Company.
Rights Issue of equity shares:
During the year under review, the Company has allotted 13,25,22,289
equity shares by the approval of the Rights Issue Committee of the Board of Directors at
its meeting held on March 24, 2025 at a face value of Rs. 6/- each at an issue price of
Rs. 26.40 per equity share (including Rs. 20.40 premium) aggregating to Rs.
349,85,88,429.60 to all the eligible equity shareholders in the ratio of 1 Rights equity
share for every 4 equity shares held by the eligible equity shareholders of the Company.
The issue was oversubscribed by 3.41%.
In view of the above, paid-up equity share capital of the Company was
increased from Rs.368,95,77,646/- to Rs.3,97,56,68,670/- divided into 66,26,11,445 equity
shares of Re. 6/- each.
The issued, subscribed and paid up share capital of the Company as on
March 31, 2025, stood at Rs. 448,47,11,380/- (Rupees Four Hundred Forty Eight Crore Forty
Seven Lacs Eleven Thousand Three Hundred Eighty only) comprising of 66,26,11,445 (Sixty
Six Crore Twenty Six Lacs Eleven Thousand Four Hundred Forty Five) equity shares of Rs.6/-
(Rupees Six only) each fully paid up and 5,09,04,271 (Five Crore Nine Lacs Four Thousand
Two Hundred Seventy One) preference shares of Rs.10/- (Rupees Ten Only) each fully paid
up.
DIVIDEND
With a view to maintain sufficient funds for working capital and growth
of business, your Directors do not recommend any dividend for the financial year ended
March 31, 2025.
DIVIDEND DISTRIBUTION POLICY
In terms of the Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations), the
Board of Directors approved and adopted Dividend Distribution Policy of the Company
setting out the parameters and circumstances that will be taken into account by the Board
in determining the distribution of dividend to the shareholders and/ or retaining the
profits earned by the Company. The Policy is available on the Company's website at
https://welspunspecialty.com/policy.php.
TRANSFER TO RESERVE
During the year under review, the Company did not transfer any amount
to the general reserve.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES
COMPANIES
The Company does not have subsidiary, associate and joint ventures
companies.
DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
a. Board of Directors:
Details of changes in the Board of Directors of the Company during the
year under review are as under:
i. Mr. Atul Desai (DIN: 00019443)
Mr. Atul Desai, an Independent Director of the Company retired from the
post of Independent Directorship of the Company from the closure of business hours of May
26, 2024 on account of completion of his second term of 5 consecutive years as Independent
Director.
The Directors place on record its sincere appreciation for the valuable
contributions and guidance provided by Mr. Desai during his tenure.
ii. Mr. Anuj Burakia (DIN: 02840211)
Mr. Anuj Burakia was reappointed as CEO & Whole Time Director of
the Company with effect from July 29, 2024, for further period of three years pursuant
to the approval accorded by the Members of the Company through postal
ballot on July 21, 2024.
iii. Mr. Balkrishan Goenka (DIN: 00270175)
In terms of Regulation 17(1 D) of the SEBI Listing Regulations, the
Members of the Company at their Annual General Meeting held on September 25, 2024,
accorded their approval for continuation of directorship of Mr. Balkrishan Goenka,
Non-Executive and Non-Independent Director, not liable to retire by rotation, on the Board
of Company for the period of five years commencing from April 1, 2024 to March 31, 2029.
iv. Mrs. Dipali Sheth (DIN: 07556685)
Mrs. Dipali Sheth who was appointed as Independent Director of the
Company with effect from April 26, 2024, resigned from the post of Independent Director of
the Company from the closure of business hours of November 23, 2024, due to additional
responsibilities taken by her in other organizations.
The Directors place on record its sincere appreciation for the guidance
and support provided by Mrs. Sheth during her tenure.
v. Mr. Ravindra Pandey (DIN: 07188637)
Mr. Ravindra Pandey was appointed as Independent Director of the
Company with effect from November 23, 2024 for a period of three consecutive years
commencing from November 23, 2024, pursuant to the approval accorded by the Members of the
Company through postal ballot on February 16, 2025.
In terms of the provisions of the Act and the SEBI Listing Regulations,
the Nomination & Remuneration Committee, after reviewing and evaluating the
composition of the Board, including the skills, knowledge and experience of the Directors
had recommended the aforesaid appointments/ re-appointments to the Board.
Further, in accordance with the provisions of the Act, and the Articles
of Association of the Company, Mr. Anuj Burakia (DIN: 02840211), is liable to retire by
rotation at the 43rd Annual General Meeting of the Company.
b. Key Managerial Personnel:
Details of changes in the Key Managerial Personnel of the Company
during the year under review are as under:
i. Mr. Brijveer Singh
Mr. Singh resigned as the Chief Financial Officer of the Company with
effect from December 19, 2024 due to personal family reasons.
The Directors place on record its sincere appreciation for the
contribution and support provided by Mr. Singh during his tenure.
ii. Mr. Navin Agarwal
Mr. Agarwal was appointed as the Chief Financial
Officer of the Company with effect from
December 19, 2024.
c. Declaration by Independent Directors:
The Company has received declarations from each Independent Director as
per the provisions of Section 149 (7) of the Act and the Regulation 25(8) of the SEBI
Listing Regulations, as amended from time to time, confirming he / she meets the criteria
of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the
SEBI Listing Regulations. There has been no change in the circumstances as on the date of
this Report which may affect his / her respective status as an Independent Director.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold highest
standard of integrity.
All the Independent Directors on the Board of the Company are
registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by
the Central Government under Section 150(1) of the Act. As per the proviso to Rule 6(4) of
the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent
Directors of the Company shall undergo online proficiency self-assessment test, as may be
applicable, within the time prescribed by the IICA.
d. Annual Evaluation of Board, its Committees and
Directors :
The performance evaluation of the Board of Directors, its Committees
and of Individual Directors were conducted by the entire Board (excluding the Director
being evaluated) on the basis of a structured questionnaire which was prepared after
taking into consideration SEBI's guidance note on board evaluation and inputs received
from the Directors, covering various aspects of the Board's functioning viz. adequacy of
the composition of the Board and its Committees, time spent by each of the Directors;
accomplishment of specific responsibilities and expertise; conflict of interest; integrity
of the Director; active participation and contribution during discussions and governance.
For the financial year 2024-25, the annual performance evaluation was
carried out by the Independent Directors, the Nomination and Remuneration Committee and
the Board, which included evaluation of the Board, Independent Directors, Non-Independent
Directors, Executive Director, Chairman, Committees of the Board, Quantity, Quality and
Timeliness of Information to the Board. All the results were satisfactory to the Board.
e. Remuneration policy and criteria for making payment to Non-Executive
Directors:
Pursuant to Section 178 (3) of the Act and provisions of SEBI Listing
Regulations, the Nomination and Remuneration
Committee (NRC) and the Board of Directors at their respective meetings
held on 5th February, 2019 had approved and recommended a revamped policy relating to
criteria for determining qualifications, positive attributes and Independence of
Directors, the remuneration for the Directors, Key Managerial Personnel and other
employees.
For the Company's policy on Directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under Sub-section 3 of Section 178 of the Act, please
refer to the Para of the Corporate Governance Report annexed to this Report as
'Annexure II'.
f. Meeting of the Board of Directors :
Eight (8) meetings of Board of Directors were held during the financial
year 2024-25, the details of which are given in point 2(b) of the Corporate
Governance Report annexed to this Report as 'Annexure II'.
g. Committees of the Board of Directors :
Information on the Audit Committee, the Nomination and Remuneration
Committee, the Stakeholders' Relationship Committee, the Risk Management Committee, as
applicable, and details of meetings of those committees held during the year under review
are given in the Corporate Governance Report annexed to this Report as 'Annexure
II'.
There have been no instances where the Board did not accept the
recommendations of its committees, including the Audit Committee.
DISCLOSURE AS PER SECTION 197(12) AND RULE 5 (1) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The Independent Directors are paid sitting fees at a fixed rate per
meeting of the Board or the Committee attended by them and as such the same can't compare
with the remuneration to the employees.
(i) the ratio of the remuneration of each
director to the median remuneration of the employees of the company for the financial year |
Ratio in case of Mr. Anuj
Burakia, CEO & WTD is 1:75 |
(ii) the percentage increase in remuneration
of each Director, Chief |
Anuj Burakia |
CEO & WTD |
8.36% |
Financial Officer, Chief Executive Officer,
Company Secretary or |
Navin Agarwal* |
CFO |
- |
Manager, if any, in the financial year: |
Brijveer Singh# |
CFO |
22.8% |
|
Suhas Pawar |
CS |
25.1% |
(iii) the percentage increase in the median
remuneration of employees in the financial year: |
Median remuneration decreased by
1.90%. |
(iv) the number of permanent employees on the
rolls of company |
691 as on March 31, 2025 |
(v) average percentile increase already made
in the salaries of employees other than the managerial personnel in the last |
The average increase in
remuneration of employees excluding KMP in last financial year was 8%. |
financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration: |
The remuneration of the KMP is
decided based on the individual performance as well as performance of the Company,
inflation, prevailing industry trends and benchmarks. |
(vi) Affirmation that the remuneration is as
per the remuneration policy of the Company. |
Remuneration paid during the year
ended March 31, 2025, was as per the Remuneration Policy of the Company. |
* Appointed as CFO w.e.f. December 19, 2024.
# Resigned as CFO on December 19, 2024.
PARTICULARS OF EMPLOYEES
The details of employees of the Company drawing remuneration as
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is made available on the website of the Company at
https://www.welspunspecialty.com/notice.php.
EMPLOYEE STOCK OPTIONS
The Company have not granted stock options during the year under
review. The disclosures in compliance with the Regulation 14 of the SEBI (Share Based
Employee Benefits And Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 are available on the website of the Company at
https://www.welspunspecialty.com/notice.php.
Certificate from M/s. JMJA & Associates LLP, Company Secretaries,
Secretarial Auditors of the Company with respect to the implementation of Welspun Employee
Stock Option Scheme would be placed before the Members at the ensuing Annual General
Meeting of the Company and a copy of the same shall be available for inspection at the
Registered office of the Company.
DEPOSITS
The Company has not accepted any deposit within the meaning of Chapter
V to the Act. Further, no amount on account of principal or interest on deposit was
outstanding or unclaimed or unpaid as at the end of the financial year under the Report.
ANNUAL RETURN
Pursuant to Sections 92 and 134 of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 is
placed on the website of the Company and can be accessed at
https://www.welspunspecialty.com/notice.php.
DETAILS OF RELATED PARTY TRANSACTIONS
All transactions entered into by the Company with related parties were
in the ordinary course of business and at arm's length basis. The Audit Committee grants
an omnibus approval for the transactions that are in the ordinary course of the business
and repetitive in nature. For other transactions, the Company obtains specific approval of
the Audit Committee before entering into any such transactions. For material related party
transaction, the Company obtains prior approval of the Members of the Company. A statement
giving details of all Related Party Transactions is placed before the Audit Committee on a
quarterly basis for its review. The disclosure of Related Party Transactions as required
in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014 in Form AOC -2 is not applicable for this year.
The Company's policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website https://www.welspunspecialty.com/policy.php
Save and except as disclosed in the financial statements, none of the
Directors had any pecuniary relationships or transactions vis-a-vis the Company.
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing
Regulations, please refer Note no.39 for details of related party transactions.
AUDITORS AND THEIR REPORTS
a. Statutory Auditors:
During the year under review, M/s. Price Waterhouse Chartered
Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) resigned as
the Statutory Auditors of the Company with effect from July 23, 2024, due to change in
auditors at holding company level, which resulted into arising of casual vacancy in the
office of the Statutory Auditors of the Company.
M/s. BSR & Co. LLP (BSR), Chartered Accountants, (Firm Reg.
No.101248W/W-100022), was appointed as the Statutory Auditors with effect from July 23,
2024 to fill the said casual vacancy till the conclusion of the Annual General Meeting and
thereafter for a period of five years commencing from the conclusion of Forty Second
Annual General Meeting till the conclusion of Forty Seventh Annual General Meeting of the
Company.
The Audit Report did not contain any qualifications, reservations,
adverse remarks or disclaimers and no fraud was reported by the Statutory Auditors of the
Company to the Audit Committee pursuant to Section 143(12) of the Act.
b. Internal Auditors:
Based on the recommendation of the Audit Committee, the Board of
Directors appointed M/s. Deloitte Touche Tomastu
India LLP as the Internal Auditors of the Company for the financial
year 2024-25.
The internal audit was completed as per the scope defined by the Audit
Committee.
c. Cost Auditors:
The Company maintains cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Act. As per Section 148 of the Act,
the Board of Directors have appointed M/s. Kiran J. Mehta & Co, Cost Accountants,
(Firm Registration No.000025) as the Cost Auditors for the financial year 2025-26 at a
remuneration of Rs.1,25,000/- p.a. on the recommendations of the Audit Committee.
The Board recommends ratification of the remuneration payable to the
Cost Auditors for the year ending on March 31, 2026 by the Members at the ensuing Annual
General Meeting.
The Cost Auditors' Report did not contain any qualifications,
reservations, adverse remarks or disclaimers and no frauds were reported by the Cost
Auditors to the Company pursuant to Section 143(12) of the Act. The Cost Audit Report for
the financial year 2023-24 was e-filed on August 22, 2024. The Cost Audit Report for the
financial year 2024-25 is in progress and the report will be filed with the Ministry of
Corporate Affairs, Government of India, within the statutory timeline.
d. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s. JMJA & Associates LLP, Practising Company Secretaries, to undertake
the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report issued by the Secretarial Auditors for the financial year 202425 is annexed
herewith as 'Annexure I' to this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remarks and no frauds were reported by the Secretarial Auditors to
the Company under Section 143(12) of the Act.
Further, as per Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI
Listing Regulation read with SEBI (LODR) (Third Amendment) Regulations, 2024, the Board
has recommended to appoint M/s. MNB & Co LLP, Company Secretaries (Firm Registration
No. L2020MH009600)as the Secretarial Auditors of the Company for the term of 5 (five)
consecutive years i.e. from April 1, 2025 to March 31, 2030.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186.
The Company has not made any investment nor given any loan or provide
any guarantee / security for repayment of loan under Section 186 of the Act.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES
The Board has adopted vigil mechanism in the form of Whistle Blower
Policy, to deal with instances of fraud or unethical behaviour or misconduct etc. For the
Company's policy on establishment of Vigil Mechanism for Directors and Employees, please
refer to the point no.13 (iii) of the Corporate Governance Report annexed to
the Board's Report as 'Annexure II'.
The details of Whistle Blower Policy and Vigil Mechanism is also
available on the Company's website at https://www.welspunspecialty.com/policy.php.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo required pursuant to the Rule 8(3) of the Companies (Accounts)
Rules, 2014 are given below.
During year under review, the Company has taken various initiatives to
conserve energy and improve technology being used for production as discussed in detail
hereunder. This has helped the Company in its journey on moving up the value chain.
A. Conservation of Energy
(i) the steps taken or impact on conservation of energy;
The following are measures taken during the
year under review:
Installed energy efficient pump at Rolling Mill Scale Pit
(Replaced 55 KW to 35 KW).
Used alternate cooling pump for compressor cooling, which has
eliminated 90 KW pump operation during SMS shutdown.
Installed 5.5 KW scale water pump for water recirculation in WHF
during roll change/breakdown.
Put in place the Occupancy sensor for controlling
air-conditioners and lighting at Pipe plant offices.
Installed auto level controller to control pump operation at
various locations, eliminated the manual intervention, and reduced operational time.
(ii) the steps taken by the company for utilizing
alternate sources of energy;
The Company has signed agreement for procurement of hybrid
(solar +wind) power supply. During the year under review, the Company utilised 31 % Hybrid
units against total power consumption.
Continued use of cleaner source of energy as NG with improved
efficiency.
(iii) the capital investment on energy
conservation equipment;
Energy conservation equipment were added to the production
facility during the year under review with approximate cost Rs. 6.5 Lakhs.
B. Technology Absorption:
(i) the efforts made towards technology absorption;
SCADA implemented for bright bar peeling, reeler and belt polish
for controlled force operation.
SCADA implemented in 3.5 & 4.5 pilger for auto control
instead of manual control.
Auto control of gases in AOD instead of manual control to
improve consistent quality
Developed largest section in caster having
dimension of 375 x 400 to meet specific
customer requirement
SCADA implementation in WHF for individual room traceability
AMLC Installed at caster
Introduction of shot peening operation to
meet specific product application for heat exchanger tubes
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution;
Development of roll set in blooming mill for processing of
140-150 mm dia from blooming mill only (Eliminate use of 3HI)
New Casting Size 375X 400
New product development - 9Cr, 13Cr, Super 13Cr, Super 304,
Nitronic 60, 17-4Ph with new cycle to meet specific product requirement.
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)
Upgradation of Auto Mould Level Control at caster.
(iv) the expenditure incurred on Research and Development.
The products and process development are undertaken by the Company
internally.
C. Capacity Enhancement & Technological Upgradation:
Extrusion PRESS with SCADA control in build with robotic
loading.
Improved ball screw length in double hole drilling machine to
accommodate billet upto 700 mm Length
Improved loading and unloading mechanism along with clamping
position and methodology to improve throughput to double
Activated one more probe in ROTA UT to ensure consistent
thickness check.
ROTA UT and Immersion UT upgradation.
D. Foreign exchange earnings and outgo
(i) Foreign exchange earned in terms of actual inflows during the year;
FOB Value of exports Rs.26,159 Lakhs (Previous Year Rs. 25,724 Lakhs).
(ii) Foreign exchange outgo during the year in terms of actual
outflows;
Imports on CIF Basis/expenditure in foreign currency Rs. 5,551 Lakhs
(Previous Year Rs. 11,862 Lakhs).
CORPORATE GOVERNANCE REPORT AND MANAGEMENT
DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations, a
separate report on Corporate Governance is annexed hereto as a part of this Report as 'Annexure
II'. A certificate from the Secretarial Auditors of the Company regarding compliance
of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is
attached to this report as 'Annexure III'. Management Discussion and Analysis is
separately given in this Report as 'Annexure V'.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company has provided the Business Responsibility and Sustainability
Report on voluntary basis which is annexed hereto as 'Annexure VI'.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, your Directors, based on the
representations received from the Operating Management, and after due enquiry, hereby
confirm that:
a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year March 31, 2025, and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and were
operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee in compliance
with the SEBI Listing Regulations. The details of this Committee and its terms of
reference are set out in the Corporate Governance Report.
The Board has approved Risk Management Policy (RMP) to effectively
address financial, operational, compliance and strategic risk. A structured enterprise
risk management program has been formulated and implemented. The Risk Management Committee
was formed and adopted its charter to periodically review the risk management process,
risks and mitigation plans and provide appropriate advise in the improvement areas, if
any, identified during the review.
Please refer to the Management Discussion and Analysis section attached
to this Report for risks and threats relevant to the Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The details of familiarization programme conducted for Independent
Directors are disclosed on the website of the Company at link:
https://www.welspunspecialty.com/policy.php. More than 2 hours were spent by the
Independent Directors cumulatively in several familiarization program during the year
under review.
CODE OF CONDUCT
The Company has a Code of Conduct for Board members and Senior
Management Personnel. A copy of the Code has been put on the website of the Company for
information of all the members of the Board and Senior Management Personnel at
https://www.welspunspecialty.com/policy.php. Each Director and Senior Management Personnel
including all functional heads, to which this code has been made applicable, have affirmed
their compliance with the Code. A declaration by Mr. Anuj Burakia, CEO & Whole Time
Director, to this effect given in the Corporate Governance Report forms part of this
report.
PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
In compliance with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in
place a Policy on Prohibition and Prevention of Sexual harassment of women at the
workplace.
The Company has complied with the provisions relating to constitution
of Internal Complaint Committee (ICC) under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013. The ICC comprises of internal as well as external members. Further,
based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women
at workplace and confirmation received from the Internal Complaints Committee of your
Company, one case of sexual harassment was reported during the year under review which was
resolved.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal control system, which is commensurate
with the size, scale and complexity of its operations. The Company has designed and
implemented a process driven framework for Internal Financial Controls ("IFC)
within the meaning of the explanation of Section 134(5)(e) of the Act, the SEBI Listing
Regulations and other relevant statutes applicable to the Company. The executive
management and Internal Auditors continuously monitors the efficiency of the internal
controls / compliance, with the objective of providing to the Audit Committee and the
Board of Directors, an independent, objective and reasonable assurance of the adequacy and
effectiveness of the organization's risk management, control and governance processes. For
the year ended March 31, 2025, the Board is of the opinion that the Company has sound IFC
commensurate with the nature of its business operations; wherein adequate controls are in
place and operating effectively and no material weakness exists. Also refer paragraph
under caption "internal control system in Management Discussion and Analysis
forming part of this report.
The Internal Audit is carried by independent external audit firm
consisting of qualified accountants, domain & industry experts, fraud risk and
information technology specialists.
MISCELLANEOUS
The Board of Directors affirms that the Directors have devised proper
systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Companies Secretaries of India and that such systems are
adequate and operating effectively. The Company has complied with the applicable
Secretarial Standards.
The Company has not made any provision of money for the purchase of, or
subscription for, shares of the Company or its holding company, to be held by or for the
benefit of the employees of the Company and hence the disclosure as required under Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required
During the year under review,
There was no change in the general nature of business of the
Company;
No material change or commitment has occurred which would have
adversely affected the financial position of the
Company between the end of the financial year to which the financial
statements relate and the date of this report;
No share with differential rights was issued by the Company nor
did the Company issue any equity share as sweat equity share;
No fraud took place in the Company during the year under review
and hence, no such reporting was made to the Audit Committee and the Board under Rule
13(3) of the Companies (Audit and Auditors) Rules, 2014;
No significant and material order was passed by the regulators
or courts or tribunals which would have impacted the going concern status and the
Company's operations in future;
There was no revision in the financial statements.
There was no instance of one-time settlement with any Bank or
Financial Institution.
There are no agreements defined under clause 5A of paragraph A
of part A of schedule III of the SEBI Listing Regulations that are binding on the Company.
No application was made or proceeding initiated against the
Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was
pending at the end of the financial year under review.
SAFETY
The Company conducts regularly Safety audit through competent
authorities for its manufacturing facility located at Jhagadia, Bharuch, Gujarat. The
Company also organizes various safety awareness programs to impart safety training to its
employees.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express gratitude for valuable
assistance and cooperation extended to the Company by financial institutions, banks,
statutory and regulatory authorities, customers, suppliers and other agencies engaged with
the Company. Your Directors also wish to place on record their sincere appreciation of the
dedicated services, hard work, solidarity and profuse support by all the employees of the
Company.
For and on behalf of the Board of
Directors |
|
Balkrishan Goenka |
Anuj Burakia |
Chairman |
CEO & Whole Time Director |
DIN:00270175 |
DIN:02840211 |
Place: Mumbai |
|
Date: April 29, 2025 |
|
|