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Wellesley Corporation Ltd.

BSE: 532016 Sector: Infrastructure
NSE: N.A. ISIN Code: INE176O01011
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NSE 05:30 | 01 Jan Wellesley Corporation Ltd
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OPEN 7.00
CLOSE 7.00
VOLUME 1
52-Week high 7.00
52-Week low 7.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 6.65
Buy Qty 1.00
Sell Price 7.00
Sell Qty 52.00

Wellesley Corporation Ltd. (WELLESLEYCORP) - Director Report

Company director report

To

The Members

Wellesley Corporation Limited

Your Directors are pleased to present the 28th Annual Report together with the AuditedFinancial Statements for the year ended 31st March 2019.

I- FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year endedMarch 312019 are as under:-

(Figures in Rs)

Particulars Year ended 31st March 2019 Year ended 31stMarch 2018
Revenue from Operations 2966700 2276296
Other Income 78368 33938
Total Revenue 3045068 2310234
Total Expenses 3809904 2252712
Profit /loss before Tax Expense (764836) 57522
Less: Tax Expense (Current & Deferred) (51481) 17590
Profit /loss for the year (713354) 39932
Total Comprehensive Income for the period (768188) 21669
Shareholders Fund 13607819 14376008

II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS

Your company has recorded revenue of Rs 30.45 lacs in financial year 2018-19 ascompared to Rs 23.10 lacs in financial year 2017-18.The Company has incurred a net loss ofRs7.68Lacs as compared to net profit of Rs0.22 lacs recorded in the last financial year.

To conserves the profits no amount is carried to reserves. The company vide resolutionpassed by shareholder through postal ballot has amended its object clause on 14/05/2018and has added hotel business in addition to its existing real estate business howeverthe company has not undertaken any activity of hotel business during the year underreport.

III- FUTURE OUTLOOK

Your management is exploring every possible opportunity to generate revenues with theavailable financial resources of the company to run it as going concern and hoping thatthe company will be able to unlock stuck capital soon as some of the legal cases are atadvance stage in the courts this in turn will improve company's financials substantially.

IV- DIVIDEND

In view of accumulated losses the Directors do not recommend any dividend during theyear

V- PUBLIC DEPOSITS

Your Company had not accepted any Public Deposits under Chapter V of the Act

VI- CHANGES IN DIRECTORS & KMP

(a) Mrs. Sadhana Rai(Promoter)

During the year Mrs. Sadhana Rai (DIN: 01585720) was appointed as an additionaldirector on 22.06.2018 and further ratified as director by the shareholders in the 27thAnnual General Meeting of the company.

(b) Retirement by rotation and subsequent reappointment

Mrs. Sadhana Rai Non-Executive Director is liable to retire by rotation at theensuing AGM pursuant to Section 152 and other applicable provisions if anyof theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules2014 (including any statutory modification(s) or reenactment(s) thereof for the timebeing in force) the Articles of Association of the Company and being eligible has offeredherself for re-appointment. Appropriate resolution for her re-appointment is being placedfor the approval of the Members of the Company at the ensuing AGM. The brief resume of theDirector and other related information has been detailed in the Notice convening the 28thAGM of the Company. The Board recommends her re-appointment as Non - Executive Director ofthe Company.

VII- MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) ofthe Securities Exchange Board of India (Listing Obligations& Disclosure Requirements)Regulations2015 read with Schedule-V is presented in a separate section forming part ofthe Annual Report.

VIII- CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditor's of the Companyis attached as Annexure- 1 and forms integral part of this Report (hereinafter"Corporate Governance Report").

IX- AUDITORS

A-1 STATUTORY AUDITORS

In terms of the provisons of Section 139 of the Companies Act2013 read with theCompanies (Audit and Auditors) Rules2014 as amended vide the Companies (Amendment)Act2017 and the Companies (Audit and Auditors) Amendment Rules2018 respectively M/sM.K Jain & Co Chartered Accountants ( (ICAI Firm Regn No:009694N) the auditors ofthe Company hold office for a consecutive period of five years until the conclusionThirty First (31st ) Annual General Meeting of the company to be held for the financialyear 2021-22 and their appointment is not required to be ratified each year at AnnualGeneral Meeting of the Company .The Auditors have confirmed to the company that theycontinue to remain eligible to hold office as the Auditors and not disqualified for beingso appointed under the Companies Act2013 the Chartered Accountants Act1949 and therules and regulations made thereunder.

A-2 AUDITORS REPORT

The Report given by the statutory auditors for the financial year 2018-19 on thefinancial statement of the Company is part of the Annual Report. There has been noqualification reservation or adverse remark or disclaimer in their Report.

B- SECRETARIAL AUDITORS

The Secretarial Audit was carried out by M/s. Vijay Kaul & Co. Company Secretaries(PCS Registration No. 4722) for the financial year 2018-19. The Report given by theSecretarial Auditors is annexed as Annexure – 3 and forms integral part ofthis Report. Explanations to their qualifications are as under:

1) CS/CFO-The Company's financial conditions do not allow keeping two separatepersons for the post of CS & CFO. Mr Sumeer Narain Mathur is a qualified CompanySecretary and MBA-Finance with vast experience in handling accounts finance &taxation at senior level apart from handling the company law matters .Therefore Boardfound him suitable to hold the position of CFO in addition to the post of CS incompliance of the requirements u/s 203 of the Companies Act2013

2) BSE vide its dated 23rd February 2017 has placed the securities of the company(Script Code/Symbol: 532016/ Wellesley) into Graded Surveillance Measure (GSM) at itsstage -0. Since then neither the securities were removed from the surveillance nor has thesame been moved to any other stage of GSM. Further the company has not received anyclarification/query from Bombay Stock Exchange or SEBI with regard to trading of oursecurities at BSE.

3) The company had woman director Mrs. Kirti Gupta till 11/11/2017 she hadresigned w.e.f. 11.11.2017.There after the company has appointed Mrs Sadhana Rai Promoterof the company as woman director w.e.f 22.06.2018.

4) There is a delay of one month in depositing Rs 173/- deducted from the payment ofcontractor (TDS on contractual payments u/s 194C of the Income Tax Act1961) as the billswere received late from the party.

C- FRAUD REPORTED BY AUDITORS UNDER SECTION 143 (12)

During the year under review the Auditors has not reported any fraud under Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134 subsection 3(ca) of the Act.

X- PARTICUALARS OF LOAN GUARANTEE OR INVESTMENTS UNDER SECTION 186.

The company has neither granted nor provided any guarantee or made investmentattracting the provisions of section 186 of the Companies Act 2013.

XI- MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no such material changes and commitments occurred between March 31 2019 andthe date of board report..

XII- INFORMATION PURSUANT TO RULE 8 OF CHAPTER IX OF THE COMPANIES ACT 2013

A) CONSERVATION OF ENERGY

In absence of any manufacturing activities no details have been given as requiredunder Section 134 of the Companies Act 2013 and the rules framed there under.

B) TECHNOLOGY AND FOREIGN EXCHANGE EARNING ETC

In absence of any manufacturing activities no details have been given as requiredunder Section 134 of the Companies Act 2013 and the rules framed there under.

C) FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange earnings and outgo during the year.

XIII- DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5)of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:

a. That in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures.

b. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period.

c. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and otherirregularities.

d. That the Directors have prepared the annual accounts for the financial year endedMarch 31 2019on a going concern basis. and

e. That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

XIV- INDEPENDENCE OF INDEPENDENT DIRECTORS

In pursuance of section 149 (7) of the Companies Act 2013 all the IndependentDirectors have given the declaration of their independence complying with the criteria asprescribed in section 149(6) and has been taken on record.

XV- POLICY ON DIRECTORS KMP& OTHER EMPLOYEES APPOINTMENT

The company has already having a nomination and remuneration committee to take care ofthe appointment of Directors KMP & other employees and determining theirqualificationsattributes independence etc.

XVI- DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The board has laid down a committee of risk management comprising three independentdirectors to lead the same and to manage the risk involved in the business of the company.

XVII- DEVELOPMENT AND IMPLEMENTATION OF A POLICY ON CORPORATE SOCIAL RESPONSIBILITY.

The directors are of the view that at present the company doesn't fall in the categoryof the specified companies abide by the CSR regulations.

XXVIII-DETAILS OF TRAINING IMPARTED TO INDEPENDENT DIRECTORS

There has been no specific training programs conducted by the board of directors forthe Independent Directors however sufficient information about the company's businesswere provided to them in the board meetings itself

XIX- DETAILS OF VIGIL MECHANISM

The company has laid down its vigil mechanism called "Whistle Blower Policy fordirectors and employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the company's code of conduct or ethics policy.This mechanism also has provision for direct access to the chair person of the AuditCommittee Mr. Vishnu Gopal Rajgarhia in appropriate or exceptional cases

XX- EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBIdated 5th January 2017 with respect to Guidance Note on Board Evaluation the evaluationof the annual performance of the Directors/Board/ Committees was carried out for thefinancial year 2018-19.The details of the evaluation process are set out in the CorporateGovernance Report which forms a part of this report.

XXI- INFORMATION PURSUANT TO SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 4& 5 OF THE COMPANIES APPOINTMENT & REMUNARATION OF MANAGERIAL PERSONNEL RULES 2014

A detailed disclosure of the information as required is attached herewith in the boardreport as Annexure: 3.

XXII- EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in form MGT-9 as stipulated under section 134 of theCompanies Act 2013 is annexed at the end of the Board Report as

Annexure: 4.

XXIII- DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES ENTERED/CEASEDDURING THEYEAR

The Company has no Joint Venture Agreement Subsidiary or Associate during the year .

XXIV-DETAILS OF BOARD MEETINGS

During the year Six meetings of Board four meetings of the Audit Committee fourmeetings of the Stakeholders Relationship Committee and two meetings of Nomination &Remuneration Committee were convened and held. One meeting of Independent directors wasalso held. The details are covered in the Corporate Governance report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

XXV- PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUBSECTION 188(1) OF THE COMPANIES ACT 2013.

The details are mentioned in form AOC-2 and annexed with this board report as Annexure:5

XXVI- Cost records

The provision for maintenance of cost records as specified by the Central Governmentunder sub section (1) of section 148 of the Companies Act 2013 are not applicable on theCompany.

XXVII-Sexual Harassment

Your Company has adopted a policy for the prevention of sexual harassment of women atwork place and has set up a committee for implementation of said policy. During the periodthe Company has not received any complaint of sexual harassment.

XXVIII- SECRETARIAL STANDARDS

The company has complied with the provisions of applicable Secretarial Standards issuedby The Institute of Companies Secretary (ICSI).

XXIX-APPRECIATION

Your Directors desires to place on record their appreciation of the support extended byits employees Bankers Customers and various Government Agencies who through theircontinued support and cooperation helped in the Company's progress. The Board also wishesto thank the shareholders for their continuous support and acknowledge the hard workdedication and commitment of the employees.

For and on behalf of the Board of Directors

Director:Vishnu Gopal Rajrahia

Din: 00480125

Address: .C-740 New Friends Colony New Delhi-110065

Managing Director: Gyanendra Prakash

Din: 01444823

Address: House no:749 Sector-5

Vasundhara Ghaziabad-201012

Place : New Delhi

Date : 29thMay 2019