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WW Technology Holdings Ltd.

BSE: 505583 Sector: IT
NSE: N.A. ISIN Code: INE972M01017
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WW Technology Holdings Ltd. (WWTECHNHD) - Director Report

Company director report

The Members

W W Technology Holdings Limited

Mumbai

Your Directors have pleasure in presenting their 33rd Annual Report with the auditedaccounts for the year ended 31st March 2016.

1. Financial Results

During the year under review the Company has earned total income of Rs. 4668376 andearned a profit of Rs. 2317640 after providing for provision for taxation of Rs.730000(Including provision for deferred Tax).

Your directors are hopeful of achieving better results in current year.

Particulars For the year ended 31st March 2016 For the year ended 31st March 2015
Profit Before Depreciation and Tax 2317640 1277762
Depreciation NIL NIL
Profit before Tax 2317640 1277762
Provision for Tax (730000) (275000)
Deferred Tax NIL NIL
Previous Years Adjustments NIL NIL
Profit After Tax 1587640 1002762
Transferred to General Reserve NIL NIL
Surplus in the Statement of P & L Account (4201122) (58788762)

*Previous year's figures have been regrouped / rearranged wherever necessary

2. Operations of the Company

The overall performance during the year under review has not been quite satisfactorydue to recession in the overall market. The company is deploying its resources in the bestpossible way to increase business volumes and plans to achieve increased turnover in thecurrent year.

3. Dividend

Considering the need to conserve resources for future projects your Directors have notrecommended any dividend for the financial year ended 31st March 2016.

4. Share Capital

During the year under review there was no change in the share Capital structure andthe paid up capital of the Company.

5. Public Deposits

The Company has not accepted any fixed deposits from public.

6. Particulars of Loans Guarantees or Investments

Loans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.

7. Particulars of Contracts or arrangements with related parties

All related party transaction entered into during the financial year were on arm'slength basis and were in the ordinary course of the business. There are no materiallysignificant related party transactions made by the company with related parties which mayhave potential conflict with interest of the company at large. The particulars of suchcontract or arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the companies Act 2013 are attached herewith inannexure in Form No. AOC – 2.

All related party transactions are approved by the Audit Committee. Prior omnibusapproval is obtained from the Audit Committee in respect of the transactions which arerepetitive in nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed on a quarterly basis by the audit committee.

The Policy of Related Party transaction / Disclosures are approved by the Board isposted on the Company's website viz www.wwtechnology.in/

8. Number of meeting of Board of Directors

During the Financial year under review the Company had 4 Board Meetings on 12.05.201512.08.2015 06.11.2015 and 12.02.2016 accordance with the provisions of the Companies Act2013 and rules made thereunder and all Directors have attended all meetings during theyear under review. Additionally during the financial year ended March 31 2016 theIndependent Directors held a separate meeting on 12.02.2016 in compliance with therequirements of Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Mr. Anil Kishorilal PatodiaMr. Damodar Dwarkaprasad Shashtri and Mr. Naveen Kumar Dangayach have attended theIndependent Directors meeting. The gap intervening between two meetings of the board is asprescribed in the Companies Act 2013.

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act 2013 Mr. Paresh Kariya (Din: 00215937)Director of the Company retire by rotation and being eligible offers himself forre-appointment at the ensuing Annual General Meeting.

10. Declaration of Independent Directors:

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he / she meets the criteria forindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. Directors' Responsibility Statement

In compliance with Section 134(5) of the Companies Act 2013 the Board of Directorshereby confirms the following:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profitand loss of the Company for the year ended March 31 2016

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively

f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

12. Board Evaluation

Pursuant to provisions of Companies Act 2013 Schedule IV and Clause 49 of theerstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) the Board has carried out an Annual Performance Evaluation ofits own performance the Directors individually as well as the evaluation of the workingof its Committees.

In line with effective governance requirements the Board reviews its own performanceannually using a pre-determined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole itsCommittees and also the evaluation of Individual Directors.

While the individual directors' performance was reviewed by the Chairman and the restof the Board excluding the Director being evaluated the Chairman's and Non-independentDirectors performance was appraised through feedback from Independent Directors.

13. Policy relating to remuneration of Directors Key Managerial Personnel and otherEmployees

In terms of the provisions of section 178 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company dulyconstituted a Nomination and Remuneration (N&R) Committee comprising of the followingmembers: Mr. Anil Kishorilala Patodia - Chairman Mr. Damodar Shashtri Mr. Naveen KumarDangayach The Nomination and Remuneration Committee identified persons who are qualifiedto become Directors and who may be appointed in Senior Management in accordance with thelaid down criteria recommend to the Board their appointment and renewal and shall carryout evaluation of every Director's performance. The Committee formulates criteria fordetermining qualifications positive attributes and independence of a Director andrecommends to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees. The Remuneration policy reflects the Company'sobjectives for good corporate governance as well as sustained and long-term value creationfor stakeholders'. The Policy will also help the Company to attain optimal Board diversityand create a basis for succession planning. In addition it is intended to ensure that– a) the Company is able to attract develop and retain high-performing and motivatedExecutives in a competitive international market; b)the Executives are offered acompetitive and market aligned remuneration package with fixed salaries being asignificant remuneration component as permissible under the Applicable Law; c)remuneration of the Executives are aligned with the Company's business strategies valueskey priorities and goals. The Remuneration Policy is annexed to this Report as Annexure Iand forms part of this Report. During the year the Committee met for One times in theyear on 15.05.2015. All committee members have attended all the meetings during the yearunder review.

14. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 R. Sundaresan Aiyar & Co. Chartered Accountantsthe Statutory Auditors of the Company hold office upto the conclusion of the ThirtyFourth (34th) Annual General Meeting. However their appointment as Statutory Auditors ofthe Company is subject to ratification by the Members at every Annual General Meeting. TheCompany has received a certificate from the above Auditors to the effect that if theirappointment is ratified it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.

15. Auditors Report

The Auditors Report to the Members on the Accounts of the Company for the financialyear ended March 31 2016 does not contain any qualifications reservations or adverseremarks.

16. Details of Fraud Reported By Auditors

There were no frauds which are reported to have been committed by employees or officersof the Company. The statutory auditors of the Company have vide their report of even dateconfirmed that no fraud by the Company and no material fraud on the Company has beennoticed or reported during the year.

17. Secretarial Auditors

Mr. Sachin Trivedi Company Secretaries was appointed to conduct the secretarial auditof the Company for FY 2015-16 as required under section 204 of the Companies Act 2013and rules thereunder. The secretarial audit report for FY 2015-16 forms the part of theannual report as Annexure II of the Board's report.

The Secretarial Audit Report does not contain any material qualification reservationor adverse remark.

18. Audit Committee

As on 31.03.2016 the Company has an Audit Committee comprising of the following threeNon-

Executive and Independent Directors:

Mr. Anil Kishorilala Patodia - Chairman

Mr. Damodar Shashtri

Mr. Naveen Kumar Dangayach

During the year under review the Board has accepted all the recommendation of theAudit Committee. During the year the Committee met for 4 times in the year on 12.05.201512.08.2015 06.11.2015 and 12.02.2016. All committee members have attended all themeetings during the year under review

19. Internal Financial Control

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. Further Directors are personally overview theadequacy of internal controls.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

20. Vigil Mechanism for Directors and Employee

In Compliance with the provisions of Section 179(9) of the Companies Act 2013 readwith Clause 49 of the erstwhile Listing Agreement and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of the Company hasadopted a Whistle Blower Policy as a vigil mechanism for directors and employees of theCompany. The Whistle Blower Policy is disclosed on the Company's websitewww.wwtechnology.in

21. RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI Listing Regulations the Company has prepared Risk ManagementFramework for identifying and evaluating various major business risks faced by theCompany. Risk Management Framework aims to lay down the procedure for risk assessment andrisk minimization. Risk Management Framework is prepared to ensure internal controls andeffectively respond to any changes in the business environment so as to achieve highdegree of business performance limit any negative impacton its working and avail ofbenefits arising out of any business opportunities.

The audit committee has additional oversight in the area of financial risks andcontrols.

22. Familiarization Programme for Independent Directors

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Schedule IV of the Companies Act 2013 mandates the Company to familiarize theIndependent Directors with the Company by conducting training programmes. During the yearthe Board members were regularly apprised with the overview of the Company and itsoperations by the Senior Management team. Additionally the Board Members are providedwith all necessary documents/ reports and internal policies to enable them to familiarisewith the Company's procedures and practices and keep themselves abreast of the latestcorporate regulatory and industry developments.

23. Material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report

No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand date of this report.

24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by any Regulator or Court orTribunal which would impact the going concern status and the company's operation infuture.

25. Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary or Joint Venture.

26. Change in the Nature of Business

There has been no change in the nature of Business during the year under review.

27. Particulars of Employees

Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be nil as there are no employees who arein receipt of remuneration above the prescribed limit.

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of Sub - Section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Report as Annexure III.

28. Annual Return

An extract of the Annual return has been annexed as Annexure IV to the Board Report incompliance with section 92 of the Companies Act 2013 read with applicable Rules madethereunder.

29. Transfer of Unclaimed Dividend to Investor Education and Protection fund

Pursuant to the provisions of section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a periods of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company to InvestorsEducation and Protection Fund established by the central government under the provisionsof section 125 of the Companies Act 2013.

30. Reports on Corporate Governance and Management Discussion and Analysis

As per the regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Regulation 27 (2) (a) is not applicable to the listed entity havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous hence the Regulation 27 (2)(a) is not applicable to W W Technology Holdings Ltd.

31. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Your Company is not an energy intensive unit however possibilities are continuouslyexplored to conserve energy and to reduce energy consumption to the extent possible.During the year under review considering the nature of activities presently being carriedon by the Company categorical information of the Company in terms of the Rules isprovided below:

(A) Conservation of energy: (I) Steps taken or impact on conservation of energy Regular efforts are made to conserve the energy at all levels. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power Installed Thin Film Transistor (TFT) monitors that saves power LED Lights Creating environmental awareness by way of distributing the information in electronic form Minimising air- conditioning usage Shutting off all the lights when not in use etc
(ii) Steps taken by the company for utilizing alternate sources of energy The Company is into Service Industry and hence except Electricity the Company is not required to use any other alternate source of energy.
(iii) Capital Investment on energy conservation equipments; NIL

(B) Technology absorption:

The activities and business of the Company are such that it does not involve use ofultra modern technologies and hence the disclosure under Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is notapplicable to the Company.

(C) Foreign Exchange Earning and Outgo:

During the year under review Company did not earn any foreign exchange and there is noforeign exchange outgo.

32. Disclosure as per the sexual harassment of women at workplace (PreventionProhibition and redressal) act 2013

The Company has in place a prevention of Sexual Harassment Policy in line with therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

There were no Complaints received and disposed off during the financial year 2015-16.

33. Information under Regulation 34 (3) read with Schedule V of Securities And ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015:

There are no shares in the demat suspense account or unclaimed suspense account.

34. Acknowledgement

Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers Regulatory and Government authorities Stock Exchanges andbusiness associates for their cooperation encouragement and continued support extended tothe Company. Your Directors also wish to place on record their appreciation to theAssociates for their continuing support and unstinting efforts in ensuring an excellentall round operational performance at all levels.

For and on behalf of the Board of Directors
Mumbai 10th August 2016 Paresh Kariya
Chairman