Web Element Solutions Ltd.
|BSE: 780016||Sector: IT|
|NSE: N.A.||ISIN Code: INE562Q01017|
|BSE 05:30 | 01 Jan||Web Element Solutions Ltd|
|NSE 05:30 | 01 Jan||Web Element Solutions Ltd|
|BSE: 780016||Sector: IT|
|NSE: N.A.||ISIN Code: INE562Q01017|
|BSE 05:30 | 01 Jan||Web Element Solutions Ltd|
|NSE 05:30 | 01 Jan||Web Element Solutions Ltd|
To The Members
Web Element Solutions Limited Mumbai
Your Directors have pleasure in presenting their 12th Annual Report of theCompany together with the Audited Statements of Accounts for the financial year ended 31stMarch 2020:
1. FINANCIAL SUMMARY
The Company's financial performance for the year ended 31st March 2020 issummarized below: The Board's Report is prepared based on the standalone financialstatements of the company.
Amount in Lakhs.
2. RESULT HIGHLIGHTS
The company continues to be engaged in the business of providing end to end websolutions and there has been no change in the nature of business of your Company.
Revenue from operations for the year under reference has shown a rise of around 5.78%vis-a-vis the preceding financial year.
The bottom line has also shown tremendous improvement. There is profit for the year(before tax). Further there are no significant and material events impacting the goingconcern status and Company's operations in future.
Your Directors are constrained not to recommend any dividend for the year under report.
4. TRANSFER TO RESERVE
Your Directors find it prudent not to transfer any amount to general reserve.
5. SHARE CAPITAL
The paid- up equity share capital of the Company as on 31st March 2020 wasRs. 67751000 divided into 6775100 shares of Rs. 10/- each. There has been no changein the capital structure of your Company.
6. MAJOR EVENTS DURING THE F.Y. 2019-20
There was no major event in the company during the financial year to disclose hereexcept the change in KMP if any which is disclose in the point no. 8 along with thedetails of present Board and KMP.
7. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration)Rules 2014 is appended as ANNEXURE I to this Report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is properly constituted as per the provisions of the Companies Act 2013. TheBoard at present comprises of:
During the year under review Mr. Samir Gajjar Resigned as Director of the Companyw.e.f 12th August 2019. The term of both the Whole-time Directors got completedon 30th September 2019 and continues to be the Director of the Company. Mr.Shailesh Patel has been designated as Non- Executive Director from w.e.f 1stOctober 2019.
The Board seeks approval of the shareholders at the 12th Annual GeneralMeeting for confirmation of the appointment of Mr. Yadvendersingh Kanwar as Whole-timeDirector for period of three years w.e. f 1st October 2020. The brief profileof Mr. Yadvendersingh Kanwar has been detailed in the Explanatory Statement to the Noticeof Annual General Meeting.
In terms of section 203 of the Companies Act 2013 following are the Key ManagerialPersonnel of the Company Mrs. Shrena Shah - Chief Financial Officer Mr. Vishal MittalCompany Secretary and Compliance Officer.
No KMP has been appointed or has retired or resigned during the financial year.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015 as amended. In the opinion of the Board theyfulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.
9. NUMBER OF BOARD MEETINGS
During the year under reference 4(Four) Board meetings were properly convened &held.
10. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The Company has devised a questionnaire toevaluate the performances of each of Executive and Independent Directors. Such questionsare prepared considering the business of the Company and the expectations that the Boardhave from each of the Directors. The evaluation framework for assessing the performance ofDirectors comprises of the following key areas: i. Attendance of Board Meetings andCommittee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategicperspectives or inputs regarding future growth of the Company and its performance; iv.Providing perspectives and feedback going beyond information provided by the management.
11. NOMINATION AND REMUNERATION POLICY
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this Policy are given in ANNEXURE II tothis Report.
12. COMMITTEES OF THE BOARD:
There are currently three Committees of the Board as follows:
I. Audit Committee
II. Stakeholders' Relationship Committee
III. Nomination and Remuneration Committee
I. AUDIT COMMITTEE:
The Audit Committee was constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. The composition of the Audit Committee is in conformity with theprovisions of the said section. The Composition of Audit Committee has been changed inthis Financial year pursuant to resignation of Mr. Samir Gajjar.
Committee Constitution is as follows:
Note: Vishal Mittal Company Secretary and Compliance Officer of the Company is thesecretary to the audit committee.
Terms & Scope of Work of Committee:
1. Oversight of the Issuer's financial reporting process and disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
2. Recommending to the Board the appointment re-appointment replacementremuneration and terms of appointment of the statutory auditors and fixation of audit fee;
3. Approval of payments to the statutory auditors for any other servicesrendered by statutory auditors;
4. Reviewing with the management the annual financial statements andauditors report thereon before submission to the board for approval with particularreference to:
a. Matters required to be stated in the Directors Responsibility Statement to beincluded in the Boards report in terms of clause (c) of sub-section 3 of Section 134of the Companies Act 2013;
b. Changes if any in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment bymanagement;
d. Significant adjustments made in the financial statements arising out of auditfindings;
e. Compliance with listing and other legal requirements relating to financialstatements;
f. Disclosure of any related party transactions; and
g. Qualifications and Modified opinions in the draft audit report.
5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval;
6. Reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter;
7. Review and monitor the auditors independence and performance andeffectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company withrelated parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management the performance of statutory and internal auditorsand adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;
17. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate; and
18. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
The powers of Audit Committee:
a) To investigate any activity within its terms of reference;
b) To seek information from any employee;
c) To obtain outside legal or other professional advice; and
d) To secure attendance of outsiders with relevant expertise if it considers necessary
The audit committee shall mandatorily review the following information:
a) Management discussion and analysis of financial condition and results of operations;
b) Considering and resolving grievances of shareholder's debenture holders and othersecurity holders;
1. Redressal of grievances of the security holders of our Company includingcomplaints in respect of transfer of shares non-receipt of declared dividends balancesheets of our Company etc.;
2. Allotment of Equity Shares approval of transfer or transmission of EquityShares debentures or any other securities;
3. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.;
4. Overseeing requests for dematerialization and rematerialization of EquityShares; and
5. Carrying out any other function contained in the Equity Listing Agreement asand when amended from time to time.
6. Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;
c) Management letters/letters of internal control weaknesses issued by the statutoryauditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.
The quorum of Audit Committee shall be either 2 members or one third of the members ofthe Audit Committee whichever is greater with at least 2 Independent Directors.
II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company comprises of three directors.The Composition of the Committee has been changed in this Financial year. CommitteeConstitution is as follows:
Note: Vishal Mittal Company Secretary and Compliance Officer of the Company is thesecretary to the Stakeholders' Relationship Committee.
The terms of reference of the Stakeholder's Relationship Committee
(1) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the company.
III.NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee was constituted pursuant to the provisionsof Section 178 of the Companies Act 2013. The composition of the Nomination &Remuneration Committee is in conformity with the provisions of the said section. TheComposition of the Committee has been changed in this Financial year. CommitteeConstitution is as follows;
Note: Vishal Mittal Company Secretary and Compliance Officer of the Company is thesecretary to the Nomination and Remuneration committee.
Terms & Scope of Work of Committee:
The terms of reference of the Nomination and Remuneration Committee are:
1. Formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to our Board a policy relating tothe remuneration of the directors key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and ourBoard;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal;
5. Considering and recommending grant if employees stock option if any andadministration and superintendence of the same; and
6. Carrying out any other function contained in the Equity Listing Agreement asand when amended from time to time.
13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has practice of conducting familiarization programme for IndependentDirectors of the Company.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of your Company have submitted the declaration ofIndependence as required under Section 149(7) of the Companies Act 2013 confirming thatthey meet the criteria of independence under Section 149(6) of the Companies Act 2013.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure II to thisReport.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act on the basis ofinformation placed before them the Directors state that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
ii. appropriate accounting policies have been selected and applied consistently andthe judgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the Profit and Loss of the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act /for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
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.
18. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis as required under SEBI (LODR)Regulations 2015 as amended is provided as A separate section in this Report and forms anintegral part of the Directors' Report.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of Loans given Investments made and guarantees given and securitiesprovided under the Section 186 of the Companies Act 2013 are as provided in the notes tothe Financial Statements.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosuresof transactions with the related parties is set out in Notes to Accounts forming part ofthe financial statement.
22. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
Your Company has not carried out any business activities warranting conservation of theenergy and technology absorption in accordance with Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014. During the year underconsideration the Company has not spent/incurred foreign exchange. There is no foreignexchange earnings during the year.
23. RISKS MANAGEMENT AND AREA OF CONCERN:
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.Although market conditions are likely to remain competitive future success will dependupon offering improved products through technology innovation and productivity. TheCompany continues to invest in these areas.
24. CORPORATE SOCIAL RESPONSIBILITY;
The Company has not developed or implemented any CSR initiatives. The provisionscontained in section 135 of the Companies Act 2013 as well as the Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to your Company for the yearunder reference.
25. CHANGE IN THE NATURE OF BUSINESS:
During the year under review there is no change in the nature of Business of theCompany.
26. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture Associate Company or LLPsduring the year under review.
27. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013:
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
28. DETAILS RELATING TO DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTSUNDER CHAPTER V OF THE COMPANIES ACT 2013:
During the year under review your Company has not accepted Deposits which are not incompliance with the requirements under Chapter V of Companies Act 2013.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
30. INTERNAL FINANCIAL CONTROL SYSTEM:
Your Company has an internal financial control system commensurate with the size scaleand complexity of its operations. The Audit Committee has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. The AuditCommittee has a process for timely check for compliance with the operating systemsaccounting procedures and policies. Major risks identified by the businesses and functionsare systematically addressed through mitigating action on continuing basis.
31. STATUTORY AUDITORS & REPORT OF THE AUDITORS:
In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. SDG & COChartered Accountants (FRN No. 137864W) Mumbai were appointed as Statutory Auditors ofthe Company for a period of five consecutive years from the conclusion of 11thAGM to the conclusion of 16th AGM to examine and audit the accounts of theCompany on such remuneration plus reimbursement of out-of-pocket expense as may bemutually agreed between the Board of Directors/Audit Committee of the Company and theStatutory Auditors.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. SDG & CO Chartered Accountants (FRN No. 137864W) Statutory Auditors in theirReport on the accounts of the Company for the year under reference. The observations madeby them in their Report are self-explanatory and do not call for any furtherclarifications from the Board.
32. SECRETARIAL AUDITOR & REPORT:
The Company had appointed Ms. Hansa Gaggar to undertake the Secretarial Audit of theCompany. The report of the Secretarial Auditor in Form MR 3 is annexed herewith asAnnexure -III. There are no qualifications reservations or adverse remarks or disclaimersmade by Ms. Hansa Gaggar Practicing Company Secretaries in their secretarial auditreport except what have been specifically mentioned in the
Report which is self-explanatory.The Board is and will be taking necessary steps toensure proper compliance with regard to the qualifications in the Report. The Company andManagement ensures the strict adherence to all the Compliances with the applicableprovisions Acts rules regulations.
33. COST AUDITORS:
The Board of Directors of the Company here confirmed that according to the Companiesworking and business the company does not required to appoint the Cost Auditor as per theSection 148 of the Companies Act 2013.
34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has a Whistle Blower Policy in line with the provisions of the Section 177of the Companies Act 2013. This policy establishes a vigil mechanism for directors andemployees to report their genuine concerns actual or suspected fraud or violation of theCompany's code of conduct. The said mechanism also provides for adequate safeguardsagainst victimisation of the persons who use such mechanism and makes provision for directaccess to the chairperson of the Audit Committee. We confirm that during the financialyear 2019-20 no employee of the Company was denied access to the Audit Committee. Thesaid Whistle Blower Policy is available on the website of the Company atwww.webelementinc.com.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation and intimidation.Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redresscomplaints received regarding sexual harassment. All employees (Permanent Contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year:
36. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as ANNEXURE IV to thisReport. There were no such employees of the Company for which the information required tobe disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules.
Your Directors wish to place on record their appreciation and sincere thanks to theState Governments Government agencies Banks & Financial Institutions customersshareholders vendors and other related organizations who through their continued supportand co-operation have helped as partners in your Company's progress. Your Directors alsoacknowledge the hard work dedication and commitment of the employees.
Extract Of Annual Return as on the financial year ended on 31st March 2020
[Pursuant to section 92 (3) of the Companies Act 2013 and rule 12 (1) of the Companies(Management and Administration) Rules 2014]
I.REGISTRATION AND OTHER DETAILS:
I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany:
II. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
I. CATEGORY-WISE SHAREHOLDING:
ii. Shareholding of Promoters:
iii. Change in Promoters' Shareholding (Please specify if there is no change):
iv. Shareholding Pattern of Top Ten Shareholders (Other than Director Promoters andHolders of GDRs and ADRs):
v. Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/ accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and / or Manager:
* The Directors are Whole-time Director till 30th September 2019.
B. Remuneration to other Directors: NIL
C. Remuneration to key managerial personnel other than MD/Manager/WTD
VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: