To the Shareholders
Your Directors take pleasure in presenting the 39th Annual Report and theaudited financial statements of the Company for the year ended 31st March 2021.
The financial performance of the Company for the financial year ended 31stMarch 2021 is summarized below:
(Rs. in Lacs)
|Particulars ||2020-21 ||2019-20 |
|Other Income ||38.36 ||36.88 |
|Profit / (Loss) before Depreciation and Tax ||28.47 ||11.67 |
|Less: Depreciation ||0.03 ||0.38 |
|Less: Exceptional Item ||580.48 ||0.00 |
|Profit / (Loss) Before Tax ||(570.56) ||9.74 |
|Less: Provision for Tax ||2.49 ||2.44 |
|Less: Provision for Deferred Tax ||0.16 ||0.28 |
|Profit / (Loss) After Tax ||(573.20) ||7.02 |
|Add: Profit brought forward from previous year ||353.41 ||346.39 |
|Balance Carried to Balance Sheet ||(219.79) ||353.41 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:
During the year your Company has income of Rs.38.36 lacs as against income of Rs.36.88lacs during corresponding previous year and has suffered net losses of Rs.573.20 lacsagainst net profit of Rs.7.02lacs in corresponding previous year. This was mainly due towriting-off of old doubtful debtors investments and advances given.
There were no change in nature of the business of the Company
In order to conserve the reserves to meet the needs of business operation the Board ofDirectors has decided not to recommend any dividend for the financial year.
TRANSFERRED TO RESERVES:
During the financial year the Company has transferred Rs.(57320242) to the generalreserves maintained by the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
No other material changes and commitment were made between the end of financial yearand the date of report which could affect the financial position of the Company.
COVID-19 AND ITS IMPACT:
The outbreak of the COVID-19 virus in previous year is still having impact on thebusiness operation which has resulted in continuous country vise Lockdown. The health ofthe employees and workers became a priority. The lockdown gave India time to makeconcerted effort to flatten the outbreak.
The paid up Equity Share Capital as at March 31 2021 stood at Rs.94250000. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2021 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.The Company's Equity Shares are listed on BSE Limited and available for trading.
SUBSIDIARY COMPANY JOINT VENTURES AND ASSOCIATE COMPANIES:
As on 31st March 2021 the Company does not have any Subsidiary CompanyJoint Venture or Associate Company.
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.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the Company's website at the link www.wagendinfra.com.
BOARD OF DIRECTORS
The Board comprises of 5 (Five) Directors of which 2 (Two) are Independent Directors.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 (DIN: 03387613) retires by rotation and beingeligible offer himself for reappointment. Your Directors recommend the same at theensuing Annual General Meeting.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR:
During the year Shareholders approved reappointment of Mrs. Priyanka Jain (DIN:03555547) as Independent Director for second term of 5 years in the 38th AnnualGeneral Meeting held on 25th September 2020.
As per rule 8 of Companies (Account) Amendment Rules 2019 in opinion of Board ofdirector Mrs. Priyanka Jain appointed as Independent Director during the year is a personof Integrity and possesses relevant expertise and experience.
Further as per Rule 6(4) of Companies (Appointment and Qualification of Directors)Rules Every individual whose name is so included in the data bank under sub-rule (1)shall pass an online proficiency self-assessment test conducted by the institute within aperiod of Two years from the date of inclusion of his name in the data bank failingwhich his name shall stand removed from the databank of the institute. Mrs. Priyanka Jainis under exempted category for online proficiency self-assessment test.
The Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they meet the criteria of independenceas prescribed thereunder. The Independent Directors have complied with the Code forIndependent Directors prescribed under Schedule IV to the Companies Act 2013. Furtherthe familiarisation program for Independent Directors is also available on website of theCompany.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and Non-Independent Director was also carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Director's confirm that the Company has complied with applicable secretarialstandards.
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 5 (Five) timesduring the financial years on 15th April 2020; 31st July 2020; 04thSeptember 2020; 10th November 2020 and 13th February 2021.Additionally several committees' meetings were held including Audit Committee which met4 (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 -A.
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:
There is no audit qualification or observation on the financial statements of Companyby the statutory auditors for the year under review. M/s. Singhvi & SanchetiChartered Accountants (Firm Registration No. 110286W) the Statutory Auditors of theCompany were appointed at 38th Annual General Meeting until the conclusion of43rd Annual General Meeting of Company in terms of the provisions of Section139 of the Companies Act 2013.
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 2020 - 21. The Companyhas provided all the assistance and facilities to the Secretarial Auditor for conductingtheir audit. The report of Secretarial Auditor for the FY 2020-21 is annexed to thisreport as Annexure - B.
With respect to the observations of the Secretarial Auditor in their report regardingwebsite the Company has not complied with the said requirements.
The provision of cost audit as per section 148 doesn't applicable on the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate as per the nature of the business the size of itsoperation. The Company has a in-house Internal Audit ("IA") department thatfunctionally reports to the Chairman of the Audit Committee thereby maintaining itsobjectivity. Remediation of deficiencies by the IA department has resulted in a robustframework for 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.
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which are required by theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.
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 of theannual 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 31.03.2021 and of the loss of the Companyfor that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding the assets of theCompany 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 provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations2015. The Composition and the functions of the Audit Committee of the Board of Directorsof the Company are disclosed in the Report on Corporate Governance which is forming apart of this report. During the year under review the Board of Directors of the Companyhad accepted all the recommendations of the Committee.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) of Directors was constituted by theBoard of the Company in accordance with the requirements of Section 178 of the CompaniesAct 2013 and Regulation 19 of the SEBI (LODR) Regulations 2015.
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. TheNomination and Remuneration Policy of the Company is attached herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act 2013 and the Regulation 20 of the SEBI(LODR) Regulations 2015 the Board of Directors of the Company has constituted theStakeholders Relationship Committee.
The Composition and the functions of the Stakeholders Relationship Committee of theBoard of Directors of the Company are disclosed in the Report on Corporate Governancewhich 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.
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 - C.
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 during the year 2020-21 as theCompany's Paid up Equity Share Capital is not exceeding Rs.10 Crores and net worth is notexceeding Rs.25 Crores as on 31st March 2020.
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 asAnnexure - D except the Management Discussions and Analysis report.
The requisite Certificate from the Statutory Auditors of Company M/s. Singhvi &Sancheti regarding compliance with the conditions of Corporate Governance as stipulatedin Regulations of the SEBI (LODR) Regulation is annexed to this Report.
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year there are no such details which are required to be disclosed in termsof provisions of Section 188(1) of the Companies Act 2013 accordingly the requirement todisclose in Form AOC - 2 is not required.
MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:
No material orders were passed by any Judicial Bodies or Regulator against the Company.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDREMSSAL) 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.
For and on behalf of the Company
| ||Sd/- |
| ||Sanjaykumar Minda |
|Place: Mumbai ||Chairman |
|Date: 30.06.2021 ||DIN: 00034029 |