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Wellesley Corporation Ltd.

BSE: 532016 Sector: Infrastructure
NSE: N.A. ISIN Code: INE176O01011
BSE 00:00 | 29 Jul 6.90 0
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NSE 05:30 | 01 Jan Wellesley Corporation Ltd
OPEN 6.90
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VOLUME 1000
52-Week high 7.00
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P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
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Sell Price 0.00
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OPEN 6.90
CLOSE 6.90
VOLUME 1000
52-Week high 7.00
52-Week low 6.32
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wellesley Corporation Ltd. (WELLESLEYCORP) - Director Report

Company director report

To

The Members

Wellesley Corporation Limited

Your Directors are pleased to present the 29thAnnual Report together withthe Audited Financial Statements for the year ended 31st March 2020

I-FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year endedMarch 312020 are as under:-

(Figures in Rupees)

Particulars

Year ended 31st March2020

Year ended 31stMarch2019

Revenue from Operations 875000 2966700
Other Income 34529 78368
Total Revenue 909529 3045068
Total Expenses 2192858 3809904
Profit /loss before Tax Expense (1283329) (764836)
Less: Tax Expense (Current & Deferred) (318296) (51481)
Profit /loss for the year (965033) (713354)
Total Comprehensive Income for the period (905919) (768188)
Shareholders Fund 12701900 13607819

II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS

Your company has recorded revenue of Rs 9.09 Lacs in financial year 2019-20 as comparedto Rs 30.45 lacsin financial year 2018-19.The Company has incurred a net loss of Rs 9.05Lacs as compared to net lossof Rs 7.68 lacs recorded in the last financial year.

Since the company has incurred net loss during the year no amount is carried toreserves.There was no change in the nature of business of the company

III- FUTURE OUTLOOK

In the era of this COVID-19 the future is altogether uncertain how the global economicwill g o and how the Indian economy will progress is really a matter of time. This willreally hamper the projections of the company to perform well in Hotel business

IV- DIVIDEND

In view of current year losses and accumulated losses the Directors do not recommendany dividend during the year.

VI- CHANGES IN DIRECTORS & KMP Mr.Saurabh Kedia (Independent Director)

During the year Mrs. Saurabh Kedia (DIN: 02476376) was appointed as an additionaldirector on 06.07.2019 and further ratified as director by the shareholders in the 28thAnnual General Meeting of the company held on 28.08.2019

During the year Mr Deepak Jalan (DIN :01610473 )has vacated his office as IndependedntDirector on20.07.2019.on completion of his tenure of independent director (Two tenures of5 years each) as per section 149(10) and 149(11) of the Act

During the year Mr. Vishnu Gopal Rajgarhia(DIN:00480125 ) was reappointed for hissecond tenure of five years as Independent Director w.e.f 20.07.2019

Retirement by rotation and subsequent re-appointment

Mrs. Sadhana Rai Non-Executive Director is liableto retire by rotation at the ensuingAGM pursuant to Section 152 and other applicable provisions if anyof the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules2014(including any statutory modification(s) or reenactment(s) thereof for the time being inforce) the Articles of Association of the Company and being eligible has offered herselffor re-appointment.Appropriate resolution for her re-appointment is being placed for theapproval 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 29thAGM of theCompany. 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 thefinancial year 2021-22 and their appointment is not required to be ratified each year atAnnual General Meeting of the Company .The Auditors have confirmed to the company thatthey continue to remain eligible to hold office as the Auditors and not disqualified forbeing so appointed under the Companies Act2013 the Chartered Accountants Act1949 andthe rules and regulations made thereunder.

A-2 AUDITORS REPORT

The Report given by the statutory auditors for the financial year 2019-20 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 2019-20. The Report given by theSecretarial Auditors is annexed as Annexure - 3and forms an integral part of this Report.Explanations to their qualifications are as under:

1. There was a gap of 127 days between two Board Meetings during the year under review.This was taken note of in the Board Meeting held on 11.11.2019 and Mr. Vishnu GopalRajgarhia chairing the said meeting apprised the Board Members that the meeting wasbeing conducted after 127 days due to unavailability of one or other member(s) of theBoard. To this extent there is a non-compliance of Section 173(1) of the Companies Act2013 and Regulation 17(2) SEBI (LODR) 2015 as amended from time to time.

2. CS/CFO-The Company's financial conditions do not allow keepingtwo separate personsfor the post of CS & CFO. Mr Sumeer Narain Mathur is a qualified Company Secretaryand MBA-Finance with vast experience in handling accounts finance &taxation atsenior level apart from handling the company law matters .Therefore Board found himsuitable to hold the position of CFO in addition to the post of CS in compliance of therequirements u/s 203 of the Companies Act2013.

3. BSE vide its notification dated 23 rd February 2017 has placed the securities ofthe company (Script Code/Symbol: 532016/Wellesley)into Graded Surveillance Measure (GSM)at its stage -0. Since then neither the securities were removed from the surveillance norhas the same been moved to any other stage of GSM. Further the company has not receivedany clarification/query from Bombay Stock Exchange or SEBI with regard to trading of oursecurities at BSE.

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

The outbreak of COVID-19 epidemic has significantly impacted business around the world. The Government of India ordered a nationwide lockdown initially for 21 days whichfurther got extended four times and now from 1st June the Unlock process isbeing started .This lockdown adversely hamper the blooming seasons for Hotel Businessduring the period of April-June.

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 2020on 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.

XVIII- 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 BlowerPolicy"for directors and employees to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the company's code of conduct orethics policy. This mechanism also has provision for direct access to the chairperson ofthe Audit Committee Mr. Saurabh Kedia 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 theevaluation of the annual performance of the Directors/Board/Committees was carried out forthe financial year 2019-20.The details of the evaluation process are set out in theCorporate Governance 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 Committeeand 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.

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