WW Technology Holdings Ltd.
|BSE: 505583||Sector: Financials|
|NSE: N.A.||ISIN Code: INE972M01017|
|BSE 05:30 | 01 Jan||WW Technology Holdings Ltd|
|NSE 05:30 | 01 Jan||WW Technology Holdings Ltd|
|BSE: 505583||Sector: Financials|
|NSE: N.A.||ISIN Code: INE972M01017|
|BSE 05:30 | 01 Jan||WW Technology Holdings Ltd|
|NSE 05:30 | 01 Jan||WW Technology Holdings Ltd|
W W Technology Holdings Limited Mumbai
Your Directors have pleasure in presenting their 37thAnnual Report with the auditedaccounts for the year ended 31st March 2020.
1. Financial Results
During the year under review the Company has earned total income of Rs. 3772914 andearned a profit of Rs. 557341 after providing for provision for taxation of Rs. 127046.
The Company's financial performance for the year ended March 31 2020 is summarizedbelow:-
*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. IMPACT OF COVID-19
Close to closure of FY 2020 India witnessed advent of COVID-19 pandemic which hasrapidly developed in many countries across the globe. This forced the Union and StateGovernments to enforce strict lockdown and social distancing measures which has affectedthe economy.
For FY 2020 the impact of COVID-19 pandemic on Company's operations and financials hasbeen trivial. Post March 2020 the Company's challenge in carrying out operationalactivities centers around coordinating effectively with logistics and facilitation ofmovement for the employees.
Your Company's management has taken pre-emptive measures to address the impendingadversity. The
Company is optimistically poised to maintain its operational and financial strength.However the element of uncertainty prevails as to what extent this pandemic will playwith its severity in coming months to impact business and society at large.
The Company focused on the health and well-being of its employees. The concept of Workfrom Home has been streamlined and employees were encouraged to give their measurableoutput to maintain continuity across functions of the organization
Considering the need to conserve resources for future projects your Directors have notrecommended any dividend for the financial year ended 31st March 2020.
5. Share Capital
During the year under review there was no change in the share Capital structure andthe paid up capital of the Company.
6. Public Deposits
The Company has not accepted any fixed deposits from public.
7. 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.
8. 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 II A 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 vizwww.wwtechnology.in
9. Number of meeting of Board of Directors
During the Financial year under review the Company had 7 Board Meetings on 17.05.201913.08.2019 31.10.2019 14.11.2019 02.01.2020 23.01.2020 and 04.02.2020 accordance withthe provisions of the Companies Act 2013 and rules made thereunder and all Directors haveattended all meetings during the year under review.The gap intervening between twomeetings of the board is as prescribed in the Companies Act 2013.
Additionally during the financial year ended March 31 2020 be the IndependentDirectors held a separate meeting on 15.03.2020 in compliance with the requirements ofSchedule IV of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Mr. Anil Kishorilal Patodia Mr. SachchidanandRajaram Adam
and Mr. Naveen Kumar Dangayach have attended the Independent Directors meeting.
10. Directors and Key Managerial Personnel
Pursuant to Section 152 of the Companies Act 2013 Mr. Paresh Mulji Kariya (Din:00215937) Director of the Company retire by rotation and being eligible offers himselffor re-appointment at the ensuing Annual General Meeting.
Mr. Anil Kishorilal Patodia and Mr. Naveen Kumar Dangayach Independent Directors gavetheir resignation on 27th June 2020 due to expiry of their term and on the same day Mr.Damodar Chunilal Trivedi was appointed as an Additional Director in the category ofIndependent Director of the Company to be regularized at ensuing Annual General Meeting.
11. 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 for Independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
12. 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 2020 and of the profitand loss of the Company for the year ended March 31 2020
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.
13. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration 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.
14. 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. Sachchidanand Rajaram Adam *Mr.Naveen Kumar Dangayach The Board has on the recommendation of the Nomination andRemuneration Committee framed and adopted the policy for selection and appointment ofDirectors senior
management and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report which forms part of this Report. The policy lays down criteria forselection of directors and senior management such as expertise experience and integrityof the directors independent nature of the Directors personal and professional standingdiversity of the Board etc.
During the year the Committee met three times in the year on 31.10.2019 23.01.2020and 04.02.2020. All committee members have attended all the meetings during the year underreview.
* Mr. Anil Kishorilal Patodia and Mr. Naveen Kumar Dangayach resigned on 27th June2020 due to expiry of their term and Damodar Chunilal Trivedi was appointed as anAdditional Director in the category of Independent Director of the Company to beregularized at ensuing Annual General Meeting
**The Member of the Committee Mr. Sachchidanand Rajaram Adam was appointed additionaldirector as on 14.11.2018 was regularized in Annual General Meeting which was held on30.09.2019.
The Reconstituted Nomination and Remuneration Committee consists of the followingmember as on 27.06.2020:
15. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014.M/s Agrawal Jain & Gupta Chartered Accountants theStatutory Auditors of the Company hold office upto the conclusion of the 42nd AnnualGeneral Meeting. However their appointment as Statutory Auditors of the Company issubject to ratification by the Members at every Annual General Meeting. The Company hasreceived a certificate from the above Auditors to the effect that if their appointment isratified it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.
16. Auditors Report
The Auditors Report to the Members on the Accounts of the Company for the financialyear ended March 31 2020 does not contain any qualifications reservations or adverseremarks.
17. 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.
18. Secretarial Auditors
Mr. Ruchil Gandhi of M/s. Ruchil Gandhi & Associates Company Secretaries wasappointed to conduct the secretarial audit of the Company for FY 2019-20 as required undersection 204 of the Companies Act 2013 and rules thereunder. The secretarial audit reportfor FY 2019-20 forms the part of the annual report as Annexure III of the Board's report.
The Secretarial Audit Report does not contain any material qualification reservationor adverse remark.
19. Audit Committee
As on 31.03.2020 the Company has an Audit Committee comprising of the following threeNonExecutive and Independent Directors:
*Mr. Anil Kishorilala Patodia - Chairman
**Mr. Sachchidanand Rajaram Adam - Member *Mr. Naveen Kumar Dangayach - Member
During the year under review the Board has accepted all the recommendation of theAudit Committee. During the year the Committee met for 5 times in the year on 17.05.201913.08.2019 31.10.2019 14.11.2019 and 04.02.2020. All committee members have attended allthe meetings during the year under review.
* Mr. Anil Kishorilal Patodia and Mr. Naveen Kumar Dangayach resigned on 27th June2020 due to expiry of their term and Damodar Chunilal Trivedi was appointed as anAdditional Director in the category of Independent Director of the Company to beregularized at ensuing Annual General Meeting.
**The Member of the Committee Mr. Sachchidanand
Rajaram Adam was appointed additional director as on 14.11.2018 was regularized inAnnual General Meeting which was held on 30.09.2019.
The Reconstituted Audit Committee consists of the following member as on 27.06.2020:
20. Internal Financial Control
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. Further Directors have 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.
21. Vigil Mechanism for Directors and Employee
In Compliance with the provisions of Section 179(9) of the Companies Act 2013 readwith Regulation 22 of the erstwhile SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of the Company has adopted a Whistle BlowerPolicy as a vigil mechanism for directors and employees of the Company. The Whistle BlowerPolicy is disclosed on the Company's website www.wwtechnology.in
22. 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 impact on its working and avail ofbenefits arising out of any business opportunities.
The audit committee has additional oversight in the area of financial risks andcontrols.
23. Familiarization Programme for Independent Directors
Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act 2013mandates the Company to familiarize the Independent Directors with the Company byconducting training programmes. During the year the Board members were regularly apprisedwith the overview of the Company and its operations by the Senior Management team.Additionally the Board Members are provided with all necessary documents/ reports andinternal policies to enable them to familiarise with the Company's procedures andpractices and keep themselves abreast of the latest corporate regulatory and industrydevelopments.
24. 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.
25. 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.
26. Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary or Joint Venture. Hence disclosure ofstatement containing salient features of the Financial Statements ofSubsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is not applicable to theCompany.
27. Change in the Nature of Business
There has been no change in the nature of Business during the year under review.
28. 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.
29. 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.
30. 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.
31. 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 year hence the Regulation 27(2) (a) is not applicable to W W Technology Holdings Ltd.
32. 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:
(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.
33. 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 2019-20.
34. 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.
Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers
Regulatory and Government authorities Stock Exchanges and business associates fortheir cooperation encouragement and continued support extended to the Company. YourDirectors also wish to place on record their appreciation to the Associates for theircontinuing support and unstinting efforts in ensuring an excellent all round operationalperformance at all levels.
For and on behalf of the Board of Directors
Chairman & Director
Mumbai 28thAugust 2020