Wagend Infra Venture Ltd.
|BSE: 503675||Sector: Financials|
|NSE: N.A.||ISIN Code: INE786K01023|
|BSE 15:24 | 05 Jan||Wagend Infra Venture Ltd|
|NSE 05:30 | 01 Jan||Wagend Infra Venture Ltd|
|BSE: 503675||Sector: Financials|
|NSE: N.A.||ISIN Code: INE786K01023|
|BSE 15:24 | 05 Jan||Wagend Infra Venture Ltd|
|NSE 05:30 | 01 Jan||Wagend Infra Venture Ltd|
To the Shareholders
Your Directors take pleasure in presenting the 35th Annual Report and theaudited financial statements of the Company for the year ended 31st March 2017.
The financial performance of the Company for the financial year ended 31stMarch 2017 is summarized below:
Since the Company has suffered loss during the year and in order to conserve thereserves to meet the needs of business operation the Board of Directors has decided notto recommend any dividend for the financial year.
TRANSFERRED TO RESERVES:
Your Company has suffered loss during the financial year and has not transferred anyamount to the reserves maintained by the Company.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:
During the year your Company was not able to obtain any infrastructure projectcontracts and the income earned during the financial year consists only of interestreceived on the Loans and advances made by the Company. Your management from time to timeevaluates the opportunities in the infrastructure and real estate field and is optimisticabout the future prospectus for organized players with emergence of Real Estate(Regulation and Development) Act 2016.
During the year your management had taken effective steps and had submitted the desireddetails and documents and BSE Limited had revoked the suspension in trading of Equityshares of your Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
As on 31st March 2017 the Company does not have any Subsidiary or AssociateCompany.
DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT 2013:
Your Company has not accepted any fixed deposits from the public under Chapter V(Acceptance of Deposits by Companies) of the Companies Act 2013 and is therefore notrequired to furnish information in respect of outstanding deposits under and Companies(Acceptance of Deposits) Rules 2014.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inform MGT 9 as required attached herewith as Annexure - A.
BOARD OF DIRECTORS COMPOSITION:
The Board comprises of 5 (Five) Directors of which 3 (Three) are IndependentDirectors.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152(6) of the Companies Act 2013 and provisions of Articles ofAssociation of the Company Mr. Pratik Jain retire by rotation and being eligible offerhimself for reappointment.
The Company has received the declaration of Independence as provided under section149(6) of the Act 2013 confirming that they meet the criteria of Independence asprescribed thereunder as well as Regulation 16 (1)(b) SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 (Listing Regulations').
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met at regular intervals during the year todiscuss on the past and prospective business of the Company. The Board met 4 (Four) timesduring the financial years on 30th May 2016; 13th August 2016; 14thNovember 2016; and 14th February 2017. Additionally several committees'meetings were held including Audit Committee which met 4 (four) times during the year.
The names of the Directors and their attendance at Board Meeting / Committee meetingduring the year are set out in detail in the Corporate Governance Report which forms partof the Annual Report.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company strives to maintain an appropriate combination of executive non-executiveand Independent Directors. In terms of provisions of Section 178 of the Companies Act2013 the Nomination and Remuneration Committee constituted is interalia considerand recommends the Board on appointment and remuneration of Director and Key ManagerialPersonnel and the Company's Nomination and Remuneration Policy is attached as Annexure- B.
FORMAL ANNUAL EVALUATION OF BOARD COMMITTEE AND INDIVIDUAL DIRECTORS:
The Company with the approval of its Nomination and Remuneration Committee has put inplace an evaluation framework for formal evaluation of performance of the Board itsCommittees and the individual Directors. The evaluation was done through questionnairesreceipt of regular inputs and information functioning performance and structure of BoardCommittees ethics and values skill set knowledge and expertise of Directors leadershipetc. The evaluation criteria for the Director's was based on their participationcontribution and offering guidance to and understanding of the areas which are relevant tothem in their capacity as members of the Board.
STATUTORY AUDITOR AND AUDIT REPORT:
M/s. Gupta Saharia & Co. Chartered Accountants as Statutory Auditors of theCompany were appointed at 32nd AGM until the conclusion of 37thAGM. (subject to ratification of the appointment by the members at every AGM held afterthis AGM) in terms of the provisions of Section 139 of the Companies Act 2013.
The Company has received confirmation from M/s. Gupta Saharia & Co. to the effectthat they fulfill the eligibility criteria as prescribed under Section 139 and 141 of theCompanies Act 2013. Your Directors recommends ratification of their appointment as theStatutory Auditors at the ensuing Annual General Meeting.
There are no qualifications reservation or adverse remarks made by the statutoryauditors in the audit report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 the Company has appointed M/s JainRahul & Associates Practicing Company Secretaries as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the Financial Year 2016 17. TheCompany has provided all the assistance and facilities to the Secretarial Auditor forconducting their audit. The report of Secretarial Auditor for the FY 2016 17 isannexed to this report as Annexure - C.
With respect to the observations of the Secretarial Auditor in their report regardingnon appointment of Key Managerial Personnel the Board wish to inform that in view of poorfinancial performance of the Company it's not able to appoint suitable candidate and theCompany is working under the guidance of the Board. Further the Board is on lookout forsuitable candidates for the whole time managerial personnel for better performance of theCompany.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has such internal financial controls commensurate with the size of Companyto provide a true and fair view of the financial statements and has laid down suchstandards and processes which ensures that the same are adequate and operatingefficiently.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Company's Act 2013 confirm that:
a) All applicable Accounting Standards have been followed in the preparations ofthe annual accounts with proper explanation relating to material departures;
b) they have selected such Accounting Policies and applied them consistently madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the statement of affairs of the Company as of 31.03.2017 and of the loss of the Companyfor that period;
c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis as stated in thenotes on accounts;
e) The Company follows stringent internal financial controls and that such internalcontrols are adequate and are operating adequately;
f) There are proper system devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013 FOR CONSERVATION OFENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Considering the nature of the Business of your Company there are no particulars whichare required to be furnished in this report pertaining to conservation of energy andtechnology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company are amounted toRs. Nil.
The Audit Committee of Directors was constituted pursuant to the provision of Section177(1) of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015. Thecomposition of the Committee and other details as required to be disclosed have beenmentioned in the Report of Corporate Governance which is forming a part of this report.
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise and report genuine concerns relating to reportable matters such as breach ofcode of conduct fraud employee misconduct misappropriation of funds health and safetymatters etc. the mechanism provides for adequate safeguards against victimization ofWhistle Blower who avail of such mechanism and provides for direct access to the chairmanof the Audit Committee. The functioning of the Whistle Blower policy is being reviewed bythe Audit Committee from time to time. None of the Whistle Blower has been denied accessto the Audit Committee of the Board. During the year no such instance took place.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria laid down in Section 135 of CompaniesAct 2013 and therefore is not required to comply with the requirements mentioned therein.
The Board of Directors is overall responsible for identifying evaluating mitigatingand managing all significant kinds of risks faced by the Company. The Board approved RiskManagement policy which acts as an overarching statement of intent and establishes theguiding principles by which key risks are managed in the Company. The Board itselfmonitors and reviews the risks which have potential bearing on the performance of theCompany and in the opinion of the Board there is no risk faced by the Company whichthreatens its existence.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of regulation 15 (2) of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulation 2015 the compliancewith Corporate Governance provisions as specified is not applicable as the Company's Paidup Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs.25Crores as on 31st March 2017.
However the Board of Directors of the Company has decided to continue to comply withthe requirements of Corporate Governance as stipulated under the SEBI (LODR) Regulationsand accordingly the Report on Corporate Governance forms part of the Annual Report exceptthe Management Discussions and Analysis report.
The requisite Certificate from the Statutory Auditors of Company M/s. Gupta Saharia& Co. regarding compliance with the conditions of Corporate Governance as stipulatedin Regulations of the SEBI (LODR) Regulation is annexed to this Report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details are given asAnnexure - D.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:
Details of the loans made by the Company to other body corporate or entities are givenin notes to financial statements.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Company believes in creating an environment for its employees which is free fromdiscrimination. The Company culture embraces treating everyone with dignity and respectand believes in equality irrespective of the gender of an employee. The Company iscommitted to take progressive measures to increase representation of women particularly atleadership level. During the year there are no such complaints and therefore not requiredto be reported.
The Directors thank the Company's customers vendors investors business associatesand bankers for the support to the Company as also thank the Government Statutory andRegulatory authorities. The Directors also appreciate and value the contributions made byevery employee of the Company.
NOMINATION AND REMUNERATION POLICY OF WAGEND INFRA VENTURE LIMITED
The Nomination and Remuneration Committee and this Policy shall be in compliance withprovisions of Section 178 of the Companies Act 2013 read along with the applicable rulesthereto and Regulation 19 of the SEBI (LODR) Regulations 2015. The Key Objectives of theCommittee would be:
To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management;
To evaluate performance of Board members and provide necessary report to Boardfor further evaluation of the Board;
To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management;
To provide to Key Managerial Personnel and Senior Management rewards linkeddirectly to their efforts performance dedication and achievement relating to theCompany's operations;
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial personnel's and create competitive advantage;
To devise a policy on Board diversity;
To develop a succession plan for the Board and to regularly review the plan;
"Act" means the Companies Act 2013 and Rules framedthereunder as amended from time to time.
"Board" means Board of Directors of the Company.
"Directors" mean Directors of the Company.
"Key Managerial Personnel" means
a) Chief Executive Officer or the Managing Director or the Manager or Whole-timedirector or Chief Financial Officer or Company Secretary.
b) "Senior Management" means Senior Management means personnel of thecompany who are members of its core management team excluding the Board of Directorsincluding Functional Heads.
The Committee shall consist of a minimum three non-executive directors majorityof them being independent.
Minimum two (2) members shall constitute a quorum for the Committee meeting.
Membership of the Committee shall be disclosed in the Annual Report.
Term of the Committee shall be continued unless terminated by the Board ofDirectors.
Chairperson of the Committee shall be an Independent Director.
Chairperson of the Company may be appointed as a member of the Committee butshall not be a Chairman of the Committee.
In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.
Chairperson of the Nomination and Remuneration Committee meeting could bepresent at the Annual General Meeting or may nominate some other member to answer theshareholders' queries.
4. ROLE OF COMMITTEE : Matters to be dealt with perused and recommended to theBoard by the Nomination and Remuneration Committee
The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend to the Board his / her appointment.
A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.
The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.
The Committee shall carry out evaluation of performance of every Director KMPand Senior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The remuneration / compensation / commission etc. to the Whole-time DirectorKMP and Senior Management Personnel will be determined by the Committee and recommended tothe Board for approval. The remuneration / compensation / commission etc. shall be subjectto the prior/ post approval of the shareholders of the Company and Central Governmentwherever required.
DETAILS OF REMUNERATION PURSUANT TO SUB - SECTION (12) OF SECTION 197 OF THE COMPANIESACT 2013