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Wellesley Corporation Ltd.

BSE: 532016 Sector: Infrastructure
NSE: N.A. ISIN Code: INE176O01011
BSE 00:00 | 01 Jun Wellesley Corporation Ltd
NSE 05:30 | 01 Jan Wellesley Corporation Ltd
OPEN 7.00
PREVIOUS CLOSE 7.00
VOLUME 23
52-Week high 9.50
52-Week low 6.80
P/E 70.00
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.00
CLOSE 7.00
VOLUME 23
52-Week high 9.50
52-Week low 6.80
P/E 70.00
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

Dear Shareholders

Your Directors have pleasure in presenting the 27th Annual Report together with theaudited Financial Statements of accounts of the Company for the financial year ended March

31 2018.

I- FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the financial year endedMarch 312018 are as under:

(Figures in Rupees)
Particulars Year ended 31 st March 2018 Year ended 31stMarch 2017
Total Revenue issued 2310234 1116922
Total Expenses 2252712 2113443
Profit before tax 57522 (996521)
Tax Expenses (including deferred tax) 17590 (288302)
Total Comprehensive Income for the period 21669 (733887)
Shareholder Fund's 14376008 14354339

II- REVIEW OF OPERATIONS & BUSINESS UPDATE KEY FINANCIAL HIGHLIGHTS

Your company has recorded revenue of Rs 23.10 lacs in financial year 2017-18 ascompared to Rs 11.16 lacs in financial year 2016-17.The Company has earned a net profit ofRs 21669/- as compared to loss of Rs 7.33 lacs recorded in the last financial Toconserves the profits no amount is carried to reserves. The nature of business remainsthe same throughout the reported financial

III- FUTURE OUTLOOK

Your Management is exploring the means towards improving the financials of the companyas well as overall development of the company .

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 Mr. Manoj Gupta

During the year Mr. Manoj Gupta (DIN: 00061630) relinquished his office as the Directorof the company with effect from 21st September 2017.

Mrs. Kirti Gupta

During the year Mrs. Kirti Gupta (DIN:02887259) relinquished her office as the Directorof the company with effect from 11th November 2017.

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)Regulations 2015 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 Company is attached as Annexure- 1 andforms 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 Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended vide the Companies (Amendment) Act2017 and the Companies (Audit and Auditors) Amendment Rules 2018 respectively M/s M.KJain & Co Chartered Accountants ((ICAI Firm Regn No:009694N) the auditors of theCompany hold office for a consecutive period of five years until the conclusion of ThirtyFirst .(31st) Annual General Meeting of the company to be held for the financial year2021-22 and their appoint is not required to be ratified each year at Annual GeneralMeeting of the Company. The

Auditors have confirmed to the company that they continue to remain eligible to holdoffice as the Auditors and not disqualified for being so appointed under the CompaniesAct 2013 the Chartered Accountants Act1949 and the rules and regulations madethereunder.

A-2 AUDITORS REPORT

The Report given by the statutory auditors for the financial year 2017-18 on thefinancial statement of the Company is part of the Annual Report.

There has been no qualification reservation or adverse remark or disclaimer in theirReport.

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 2017-2018. 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. The Company has appointed the present incumbent who is an MBA (Finance) besidesFCS Company Secretary (CS) as Chief Financial Officer (CFO) also as required underSection 203 of the Companies Act 2013 read with Rule (8) of Appointment &Remuneration of Managerial Personnel Rules 2014. We were informed that the company'sfinancial position does not allow keeping two separate persons as CS and CFO.

2. The company has come to know vide Bombay Stock Exchange (BSE) public noticeno:20170223-44 dated 23rd February 2017 that BSE has placed the securities of companyunder the Graded Surveillance Measure (GSM( Stage-0).

3. Mrs. Kiriti Gupta appointed as woman director of the company has resigned w.e.f.11.11.2017. The company has not appointed a woman director in terms of Provisio 2 to SubSection (1) of Section 149 of the Companies Act 2013 read with Rule 3 of Companies(Appointment of Directors and Qualifications) Rules 2014 against the vacancy caused bythe resignation of Mrs. Kirti Gupta.

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 FINANICAL POSITION OF THE COMPANY

The company vide resolutions passed by postal ballots on 14th May 2018 has amended itsmain object clause Memorandum of Association as per Table "A" and Article ofAssociation as per Table "F"

.The approval by the Registrar of Companies Kanpur is still awaited.

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 other irregularities.

d. That the Directors have prepared the annual accounts for the financialyear endedMarch 31 2018 on a going concern basis.

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 andremunerationcommitteetotakecareoftheappointment of Directors KMP & other employeesand determining their qualifications attributes 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 thecategory of 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 Blower Policy"for directors 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 chairperson 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 2017-18.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: 4.

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: 5.

XXIII-DETAILS OF SUBSIDIARIES JV OR ASSOCIATES ENTERED/CEASED DURING THE YEAR

During the year no Joint Venture Agreement Subsidiary or associate joined /ceased withthe company.

XXIV- DETAILS OF BOARD MEETINGS.

During the year four meetings of Board four meetings of the Audit Committee fourmeetings of the Stakeholders Relationship Committee and one meeting 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:6 XXVI- APPRECIATION

The Board desires to place on record its grateful appreciations for the excellentassistance and cooperation received from the State Government and continued supportextended to the Company by the bankers investors vendors and esteemed customers andother business associates/institutions. Your Directors also wish to place on record theirsincere thank and infinite appreciations to all the employees of the Company for theirunstinted commitment and continued contribution in the performance of the Company.

For and on behalf of the Board of Directors

Director: Vishnu Gopal Rajgarhia

Din: 00480125

Address: C-740 New Friends Colony

New Delhi - 110065

Managing Director: Gyanendra Prakash

Din: 01444823

Address: House no:749 Sector-15

Vasundhara Ghaziabad-201012

Place : New Delhi

Date:30th May 2018