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Wonder Fibromats Ltd.

BSE: 535344 Sector: Engineering
NSE: WFL ISIN Code: INE02WG01016
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Wonder Fibromats Ltd. (WFL) - Director Report

Company director report

To

The Members

Wonder Fibromats Limited

The Directors hereby present the Eleventh Annual Report of WONDER FIBROMATS LIMITED("the Company") along with the Audited Financial Statements for the year endedMarch 31 2020.

1. FINANCIAL PERFORMANCE

(Amount: Rs. in Crore)

Particulars 2019-20 2018-19
Total Income 297.81 309.56
Expenditure (before depreciation & Amortization Exp.) 288.99 298.86
Operating Profit 8.82 10.70
Less:
Depreciation & Amortization Expenses 3.25 2.59
Profit before Tax 5.57 8.11
Tax Expenses:
a) Current year 1.03 1.63
b) Deferred Tax 0.10 0.34
Profit after Tax 4.44 6.14
Basic EPS (Rs.) 5.30 9.98
Diluted EPS (Rs.) 5.30 9.98

2. STATE OF COMPANY'S AFFAIRS/OPERATIONS

The Net Revenue from Operations for the Financial Year ended March 31 2020 was Rs.297.81 crores which de-grew by 3.8% compared to Rs. 309.56 crores for the previousFinancial Year. The Profit After Tax for the year de-grew by 27.7% to Rs.4.44 crores fromRs. 6.14 crores in the previous Financial Year. Economic growth during the year underreview was subdued due to lower consumer demand muted infrastructure activitiesliquidity and financial crisis etc. Revenue growth for the year was impacted due tomacroeconomic slowdown and disruption caused by COVID-19 pandemic outbreak towards the endof the Financial Year.

3. DIVIDEND

During the year under review the Board of Directors have not recommended any dividendand proposes to put the reserves for enhancing business.

4. TRANSFER TO RESERVES

During the year under review your directors have not transferred any amount to generalreserves.

5. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES INFORMATION

The Board of Directors had in its meeting held on 06th August 2018proposed the Initial Public Offer not exceeding 2224000 equity shares at such price asmay be decided by the Board of Directors in consultation with the Merchant Banker. TheMembers of the Company had also approved the proposal of the Board of Directors in theirExtra-ordinary General Meeting held on 31st August 2018.

Pursuant to the authority granted by the Members of the Company the Board of Directorsappointed Navigant Corporate Advisors Limited as Lead Manager and Karvy Fintech PrivateLimited* as Registrar to the Issue and Share Transfer Agent for the proposed PublicIssue.

*Changed to "KFin Technologies Private Limited" w.e.f.5th December2019.

The Company applied to National Stock Exchange of India Limited ("NSE") forin-principle approval for listing its equity shares on the Emerge Platform of the NSE.National Stock Exchange of India Limited has vide its letter dated 13th November 2018granted its In-Principle Approval to the Company. The Company had filed Prospectus to theRegistrar of the Company New Delhi dated 02nd July 2019.The Public Issue wasopened on Monday 22nd July 2019 and closed on Monday 29th July2019.

The Basis of Allotment was finalized by Company Registrar to the issue and merchantbanker in consultation with the NSE on 05th August 2019. The Company hasapplied for listing of its total equity shares to NSE and it has granted its approval videits letter dated 05th August 2019. The trading of equity shares of the Companycommenced on 06th August 2019 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Companyconfirms that the annual listing fees to the stock exchange for the Financial Year 2019-20& 2020-21 have been paid. The ISIN No. of the Company is INE02WG01016.

6. CHANGES IN SHARE CAPITAL

As on March 31 2020 company has its Authorised share capital of Rs. 10 crore andthere is no change in authorised share capital of the company during the year underreview.

The company has increased its paid-up share capital from Rs. 6.15 Crore to Rs. 8.37Crore by way of public issue of 2224000/- equity shares of Rs.10/- each at an issueprice of Rs. 89/- each dated 02nd Aug 2019 pursuant to section 62 (1)(c) of theCompanies Act 2013 and such other relevant provisions/regulations as applicable.

The total paid up Equity Share Capital as at March 31 2020 stood at Rs. 8.37 Crore.

7. UTILISATION OF IPO PROCEEDS

The Company raised funds of 1979.36 Lakhs through Initial Public Offering (IPO). Thegross proceeds of IPO have been utilized in the manner as proposed in the Offer Documentthe details of which are hereunder as on March 31st 2020:

( in lakhs)

Original Object Original Allocation Funds Utilized
1. To finance the Expenditure towards Acquisition of Land Site Development and Other Civil Work. 440.00 685.96
2. To Acquire the Plant & Machinery 290.00 15.00
3. To part finance the requirement of Incremental Working Capital 900.00 767.62
4. To meet General corporate purposes 213.60 31.35
5. To meet the expenses of the Issue 135.76 140.57
* Un-Utilized Funds (Kept in Fixed Deposit in the Scheduled Bank)

NA

800.00

*(Excess fund incurred on the above said object has been funded from internal accrualsof the company and the same will be recouped from unutilized fund deposited in ScheduledBank)

Further there is no deviation/variation in the utilization of the gross proceedsraised through IPO.

8. HOLDING SUBSIDIARY COMPANIES

The Company is not required to consolidate its financial statements for the year endedMarch 31 2020 as the Company does not have any subsidiary associates and joint venturescompanies.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Composition of the Board of Directors

As on March 31 2020 the Board of Directors of the Company comprised of TwelveDirectors with Eight Executive and four Non-Executive Directors which included fourIndependent Directors. The composition of the Board of Directors is as below.

Name of Director Designation Date of Original Appointment Date of Appointment at current Term & designation Shareholding (No.of Shares along with %)
Harsh Kumar Anand* Chairman & Managing Director 07-06-2013 30-07-2018 978300- 11.68%
Yogesh Anand Executive Director & Chief Financial Officer 07-06-2013 30-07-2018 987300- 11.79%
Yogesh Sahni Executive Director 07-06-2013 07-06-2013 588300- 7.02%
Rohit Anand Executive Director 12-05-2016 12-05-2016 512250- 6.12%
Karan Anand Executive Director 12-05-2016 12-05-2016 512250- 6.12%
Jatin Anand Executive Director 12-05-2016 12-05-2016 102000- 12.18%
Siddhant Sahni Executive Director 12-05-2016 12-05-2016 615000- 7.34%
Neerja Sahni Executive Director 30-07-2018 30-07-2018 492000- 5.87%
Sunil Non-Executive 30-07-2018 30-07-2018 NIL
Malhotra Praveen Independent Director Non-Executive 30-07-2018 30-07-2018 NIL
Chand Khanna Jugal Independent Director Non-Executive 30-07-2018 30-07-2018 NIL
Kishore Chugh Amarbir Singh Bhatia Independent Director Non-Executive Independent Director 30-07-2018 30-07-2018 NIL

* Mr. Harsh Kumar Anand (DIN: 00312438) who was appointed as Managing Director of theCompany for a period of Five (5) years from ‘30th July 2018 to 30th July 2023' bypassing a Special resolution at the Extra Ordinary General Meeting held on 30th July 2018has attained the age of 70 (Seventy) years during the year under review thereforecontinuation of his current term has been approved by way of passing Special Resolutionthrough postal ballot notice dated February 17th 2020 on the same terms andconditions as already approved by members in the Extra Ordinary General Meeting held on 30July 2018.

Note: The composition of Board complies with the requirements of the Companies Act2013 ("Act"). Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from the requirement of having composition ofBoard as per Regulation 17 of Listing Regulations.

B. Details of Key Managerial Personnel

During the year under review Ms. Nikita Agarwal Company Secretary & ComplianceOfficer of the Company has resigned from the Company w.e.f. August 16 2019. ThereafterMr. Kripank Kumar Singh had been appointed as the Company Secretary & ComplianceOfficer of the Company w.e.f. November 12 2019 to fill the casual vacancy causedpursuant to the provisions of section 203 of the Companies Act 2013 read with Rule 8 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and inaccordance with the provisions of Articles of Association of your Company.

10. RETIRE BY ROTATION

In accordance with the provisions of the Articles of Association and Section 152(6) ofthe Companies Act 2013 Mr. Harsh Kumar Anand Chairman and Managing Director and Mr.Siddhant Sahni Executive Director of the Company retires by rotation at the ensuingannual general meeting. They being eligible has offered himself for reappointment assuch and seeks re-appointment. The Board of Directors recommends his re-appointment on theBoard.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking appointment / re-appointment as Director is annexed to the Noticeconvening the 11th annual general meeting.

11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year under review Board of directors of the company met 12 (Twelve) timeson 11th April 2019; 20th May 2019; 02thJuly 2019; 10thJuly2019; 01st August 2019; 02nd August 2019; 16th August2019; 05thSeptember 2019; 04th November 2019; 12thNovember 2019; 26th November 2019; 17th February 2020.

The details of attendance of each Director at the Board Meetings and Annual GeneralMeeting are given below:

Name of Director Number of Board Meeting held Number of Board Meetings Eligible to attend Number of Board Meeting attended Presence at the previous AGM of F.Y. 2018-2019
Harsh Kumar Anand* 12 12 12 YES
Yogesh Anand 12 12 12 YES
Yogesh Sahni 12 12 11 YES
Rohit Anand 12 12 09 YES
Karan Anand 12 12 12 YES
Jatin Anand 12 12 11 YES
Siddhant Sahni 12 12 11 YES
Neerja Sahni 12 12 10 YES
Sunil Malhotra 12 12 12 YES
Praveen Chand Khanna 12 12 12 YES
Jugal Kishore Chugh 12 12 12 YES
Amarbir Singh Bhatia 12 12 08 YES

12. GENERAL BODY MEETINGS

(I) Annual General Meeting (AGM) Details:

The details of the last Annual General Meetings of the Company and the Specialresolutions passed thereat are as under: -

Year Location Date Time Special Resolutions passed
2019 45 Ground Floor Okhla Industrial Estate Phase-III New Delhi -110020 27.06.2019 11:00 A.M. Ratification of remuneration of Cost Auditor for the FY 2019-20.

(II) Extra-Ordinary General Meeting (EGM) held during the financial year 2019-20:

During the year under review no Extra Ordinary General Meeting was held.

(III) Postal Ballot during the financial year 2019-20

During the year under review the Board of Directors had sought approval of theShareholders of the Company through Postal Ballot process pursuant to the provisions ofSections 108 & 110 of the Act read with Rule 20 & 22 of the Companies (Managementand Administration) Rules 2014 (as amended) and Regulation 44 of the Listing Regulationsw.r.t. Continuation of Current appointment of Mr. Harsh Kumar Anand (DIN: 00312438) asManaging Director of the company vide notices dated February 17 2020 and such resolutionsmoved by the Company had been approved with requisite majority by the members as on March26th 2020.

Detailed voting results along with scrutinizer report has already been uploaded on thewebsite of the company under Investor tab i.e. www.wonderfibromats.com/investor.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director underSection 149(7) of the Companies Act 2013.The Board after assessing their disclosuresconfirms that all the Independent Directors of the Company fulfil the conditions ofindependence specified in the Act and LODR Regulations and are independent of themanagement of the Company.

Further all the Independent Directors of the Company have registered themselves in theIndependent Director Data Bank. A separate meeting of Independent Directors was held on 20thMarch 2020 to review the performance of Non-Independent Directors and Board as whole andperformance of Chairperson of the Company including assessment of quality quantity andtimeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company athttp://wonderfibromats.com/policies-and-code-of-conduct/.

14. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. In addition the performance of chairman was alsoevaluated on the key aspects of his role. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and CommitteeMeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

The Board and Committee evaluation policy of the company is incorporated on the websiteof the Company at http://wonderfibromats.com/policies-and-code-of-conduct/.

15. BOARD COMMITTEES

The Board Committees play a vital role in strengthening the Corporate Governancepractices and focus effectively on the issues and ensure expedient resolution of thediverse matters. The Committees also make specific recommendations to the Board on variousmatters when required. All observations recommendations and decisions of the Committeesare placed before the Board for information or for approval.

As on March 31 2020 the Board has following 3 (Three) Statutory Committees inaccordance with Companies Act 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Details of such committees and its composition and meetings held during the financialyear 2019-20 are as under:

AUDIT COMMITTEE

The Committee was constituted by Board of Directors of the Company on July 30 2018.The Committee has re-constituted on August 20 2018. During the year under review auditcommittee met three (3) times i.e. on 09th April 2019 18th May2019 12th Nov 2019

Composition & Attendance

Name of Directors Nature of Directorship Designation in the committee No. of meetings attended
Mr. Jugal Kishore Chugh Non-executive Independent Director Chairperson 3
Mr. Amarbir Singh Bhatia Non-executive Independent Director Member 3
Mr. Yogesh Anand Executive Director Member 3

NOMINATION AND REMUNERATION COMMITTEE

The Committee was constituted by Board of Directors of the Company on July 30 2018.The Committee has re-constituted on August 20 2018. During the year committee met twicei.e. on 11th Nov 2019 and on 17th Feb 2020.

Composition & Attendance

Name of Directors Nature of Directorship Designation in the committee No. of meetings attended
Mr. Jugal Kishore Chugh Non-executive Independent Director Chairperson 2
Mr. Amarbir Singh Bhatia Non-executive Independent Director Member 2
Mr. Sunil Malhotra Non-executive Independent Director Member 2

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Committee was constituted by Board of Directors of the Company on July 30th2018. During the year committee met twice i.e. on 12th Oct 2019 and 02ndFeb 2020.

Composition & Attendance

Name of Directors Nature of Directorship Designation in the committee No. of meetings attended
Mr. Jugal Kishore Chugh Non-executive Independent Director Chairperson 2
Mr. Praveen Chand Khanna Non-executive Independent Director Member 2
Mr. Yogesh Anand Executive Director Member 2
Mr. Yogesh Sahni Executive Director Member 2

During the year under review the Company had not received any complaint from theShareholders. There was no complaint as on 31st March 2020.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/TRIBUNAL

No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review your Company has not given any loans provided anyguarantees / security and made investments that are covered under the provisions ofSection 186 of the Act.

18. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

19. MATERIAL CHANGES AND COMMITMENTS IF ANY 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

While the past performance and current impacts of Covid-19 are material elements to beshared with the investors it is company's business prospects as seen by the managementthat matters the most. Following are the changes undergone by the company during the yeardate due to this pandemic situation:

a) Impact of COVID-19 on Operations of Business

Due to the impact of COVID19 and in accordance with various initiatives and directionsof both central and State(s) Government from time to time including Janta Curfew andsubsequent nationwide lock down the operations of the Company were suspended at itsoffice/showroom/manufacturing unit from March 22 2020 which has negative impacted itsoperations of the Company during last week of March April and May 2020.

b) Material Impact of COVID-19 on Capital and Financial Position

As on date the company has adequate capital. As regards financial resources thefinancial aid announced by government for MSME if received would definitely help us tosurvive in near future. This will affect the profitability for the year 2020-21 which willbe at lower level because of reduction in sales due to the impact of COVID-19 lockdown andrescission in the market. None of our Assets got impaired due to COVID -19 effects tilldate. The Company has a sound internal financial reporting and control mechanism andwherever applicable additional controls are being added to address the current situation.

20. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the Financial Year2019-20.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and has also constituted an ‘Internal Complaints Committee'under The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 for the prevention and redressal of complaints of sexual harassment and for thematters Concerned connected or incidental thereto. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee (ICC) under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013"

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place(Prevention Prohibition & Redressal) Act 2013 read with Rules there under theCompany has not received any complaint on sexual harassment during the year under review.

22. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year.

23. AUDITORS

1. Statutory Auditors

M/s. AYK & Associates. Chartered Accountants Firm Registration No. 018591C wereappointed as Statutory Auditors of the Company at the 10th Annual General Meeting (AGM)held on June 27 2019 for the period of 5 years to hold office till the conclusion of the15th Annual general Meeting to be held in the year 2024 of the company.

Hence the term of the said Statutory Auditors shall expire at the 15thAnnual General Meeting of the company to be held in the year 2024 as per the provisions ofSection 139 of the Companies Act 2013.

The auditors have confirmed their eligibility under Section 141 of the Companies Act2013 and the Rules framed there under. As required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have also confirmed that theyhold a valid certificate no. 012052 issued by the Peer Review Board of the Institute ofChartered Accountants of India.

The notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

There was one observation made by Statutory Auditors and the reply by the managementfor the same is given below.

Observation-1

Company has not provided requisite disclosures in the financial statements as requiredU/s 22 of The Micro Small and Medium Enterprises Development Act 2006.

Reply: The Company is in the process of collecting information required from theirvendors under the Micro Small and Medium Enterprises Development Act 2006 (MSME ACT2006) in order to provide the requisite details to the Statutory Auditor.

2. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has re-appointedMs. Rubina Vohra Practicing Company Secretary as Secretarial Auditors of the Company forthe year under review. The Secretarial audit report received as Form MR-3 from theSecretarial Auditors is annexed to this report marked as Annexure V and forms partof this report.

As per the observations given by the Secretarial Auditors the explanation to the samehas been given to them which forms part of the Secretarial Audit Report. Further thejustification for unspent Corporate Social Responsibility (CSR) amount is also been givenin ‘Annexure-I' under Annual Report on CSR Activities and forms part of thisReport.

The Company is taking all necessary steps to comply with the observations given by thesecretarial auditors.

3. Cost Auditor

The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of Section 148 of the Act read with the Companies (Management andRemuneration Personnel) Rules 2014 has reappointed M/s. Ajay Kumar Singh & Co.Cost Accountants having FRN: 000386) as the Cost Auditors of your Company for theyear under review. The Cost Auditor conducts the internal audit of the functions andoperations of the Company and reports to the Audit Committee and Board from time to time.The remuneration payable to the Cost Auditors is required to be placed before the membersin the general meeting for their ratification. Accordingly a resolution seeking members'ratification for the remuneration payable to M/s. Ajay Kumar Singh & Co. CostAccountants is included at Item No.4 of the Notice of the ensuing Annual General Meeting.

4. Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of section 138 of the Act read with the Companies (Accounts) Rules2014 has reappointed M/s. Mukul Gupta & Co. Chartered Accountants having FRN:030326N as the Internal Auditors of your Company for the year under review. The InternalAuditor conducts the internal audit of the functions and operations of the Company andreports to the Audit Committee and Board from time to time.

24. EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extracts of Annual Return for FY 2019-20are furnished in Annexure -II in the prescribed Form MGT-9 which is a partof this report.

The Annual Return of the Company can also be accessed at the website of the Company atunder Investors tab i.e. www.wonderfibromats.com.

25. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 74 ofthe Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 andAccordingly no disclosure or reporting is required in respect of details relating todeposits.

26. Cost Records

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 your Company is required to maintain cost records and accordingly such accounts andrecords are maintained.

27.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosedin the Financial Statements of the Company for the financial year ended March 31 2020 asrequired under Accounting Standard-18. These transactions entered were at an arm's lengthbasis and in the ordinary course of business. Requisite prior approval of the AuditCommittee of the Board of Directors was obtained for Related Party Transactions. Therewere no materially significant related party transactions with the Company's PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company.

Since all the Related Party Transactions entered into during the Financial Year were onan arm's length basis and in the ordinary course of business no details are required tobe provided in Form AOC-2 as prescribed under Section 134(3)(h) the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details are required under Section197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is forming part of the Directors' Reportfor the year ended March 31 2020 and is annexed to this Report and marked as Annexure-IV.

During the financial year 2019-20 no employee whether employed for whole or part ofthe year was drawing remuneration exceeding the limits mentioned under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

29. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial control and compliance systems establishedand maintained by the Company work performed by the internal statutory and secretarialauditors including audit of internal financial controls over financial reporting by thestatutory auditor and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'internal financial controls were adequate and effective during the financial year2019-2020.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for that period;

c) they have taken proper and sufficient care 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid they have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO [Pursuantto Companies (Accounts) Rules 2014]

A. CONSERVATION OF ENERGY

Your Company strives cautiously to conserve energy by adopting innovative measures tochange to eco-friendly and cheaper fuels reducing wastage and optimizing consumption.There was no capital investment made on energy conservation equipment during the yearunder review.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company's research and development team of the Company comprises of some of thefinest designers metallurgists chemists and senior craftsman. The Company has beeninstrumental in developing and introducing several widely acclaimed fans designs. TheCompany has also developed several new systems procedures and techniques in fansmanufacturing. The company continues to adopt and use the latest technologies to improvethe productivity and quality of its products.

In case of imported technology (imported during the last three years reckoned from thebeginning of the Financial year:

? The details of technologies imported. Nil

? The year of import NA

? Whether the technology been fully absorbed. NA

? If not fully absorbed areas where absorption has not taken place and the reasonsthereof - NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The details of Foreign Exchange earnings and outgo are furnished below.

(Rs. In Lacs)

Particulars 2019-20 2018-19
a) Foreign Exchange Earnings 77.86 8.40
b) Foreign Exchange Outgo 48.94 12.04

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is set out in this Annual Report as Annexure - III.

32. CORPORATE GOVERNANCE

Corporate Governance at Wonder Fibromats Limited is evolved by not only ensuringcompliance with regulatory requirements but also by being responsive and responsible tothe needs of stakeholders with rewarding environment. Your Company believes that bestCorporate Governance practices are critical to enhance and retain investor trust. We atWonder Fibromats Limited believe that good and effective Corporate Governance is criticalto achieve corporate vision and mission of the organization; it is more of anorganizational culture than a mere adherence to rules and regulations. Law are alonecannot bring changes and transformation and voluntary compliance both in form and insubstance plays an important role in developing good Corporate Governance. As our companyhas been listed on SME Emerge Platform of National Stock exchange Limited (NSE) by virtueof Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the compliance with the corporate Governance provisions as specified in regulation 17to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E ofSchedule V are not applicable to the company. Hence Corporate Governance Report does notform a part of this Board Report though we are committed for the best corporategovernance practices.

33. POLICY MATTERS

Nomination Remuneration and Evaluation Policy

In terms of provisions of Section 178(3) of the Act the Nomination and RemunerationCommittee of the Company has formulated and recommended to the Board a policy containingthe criteria for determining qualifications competencies positive attributes andindependence for appointment of a Director (Executive/Non- Executive) and it highlightsthe remuneration for the Directors Key Managerial Personnel and other employees ensuringthat it covers the matters mentioned in Section 178(4) of the Act. The Nomination andRemuneration Policy as adopted by the Board of Directors is placed on the website of theCompany at http://wonderfibromats.com/policies-and-code-of-conduct/ and is annexed to thisReport as Annexure VI.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy for Vigil Mechanism for Directors andEmployees to report to the Management instances of unethical behaviour fraud or violationof Company's code of conduct. The mechanism provides for adequate safeguards againstvictimisation of employees and Directors who use such mechanism and makes provision fordirect access to the Chairperson of the Audit Committee in exceptional cases. Thefunctioning of vigil mechanism is reviewed by the Audit Committee from time to time. Noneof the persons has been denied access to the Chairperson of the Audit Committee. ThePolicy has been circulated amongst the employees of the Company working at variouslocations divisions/units. During the year under review the Company has not received anyinstances of genuine concerns from Directors or employees. The policy is in line with theprovisions of the Act and the Listing Regulations is available on the website of theCompany at http://wonderfibromats.com/policies-and-code-of-conduct/.

Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policywhich details the programs / activities that can be carried out under various programheads. CSR policy of the Company is available on the website. athttp://wonderfibromats.com/policies-and-code-of-conduct/. The Company's CSR activities arefocused on addressing critical social environmental and economic needs of theunderprivileged and downtrodden sections of the society. During the year Company carriedout several initiatives under the CSR program directly as well as through agencies. TheAnnual report on CSR activities is attached as Annexure I forming part of thisreport.

Code of Conduct for Prevention of Insider Trading

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 Wonder Fibromats Limited is having the Code of Conduct to Regulate Monitor andReport Trading by Insiders. The Company has also adopted and revised its Code inaccordance with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 andSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2019.The objective of thisCode is to protect the interest of shareholders at large to prevent misuse of any pricesensitive information and to prevent any insider trading activity by dealing in shares ofthe Company by its Directors designated employees and other employees. The Company alsoadopts the concept of Trading Window Closure to prevent its Directors Officersdesignated employees and other employees from trading in the shares of the company at thetime when there is unpublished price sensitive information. The said Code is available onthe website of the Company at http://wonderfibromats.com/policies-and-code-of-conduct/.

34. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit function monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionssuggested are presented to the Audit Committee.

35. FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issuedby the Institute of Chartered Accountants of India and as specified in Section 133 of theCompanies act 2013 and the relevant rules thereof and in accordance with Regulation 33 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. IND AS is notapplicable to the Company because Companies listed on SME exchanges are not requiredcomplying with IND AS. The estimates and judgments relating to the Financial Statementsare made on a prudent basis so as to reflect in a true and fair manner the form andsubstance of transactions and reasonably present the Company's state of affairs profitsand cash flows for the year ended March 31 2020.The Company has neither revised thefinancial statements nor the report of Board of Directors.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with the applicable Secretarial Standards - 1 and SecretarialStandards - 2 issued by the Institute of Company Secretaries of India and approved by theCentral Government.

37. DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There are no demat suspense account/unclaimed suspense account during the year underreview as per SEBI (LODR) Regulations 2015.

38. ACKNOWLEDGMENTS

It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. The Board acknowledges with gratitude theco-operation and assistance provided to the company by its bankers financialinstitutions and government as well as Non-Government agencies. The Board wishes to placeon record its appreciation to the contribution made by employees of the company during theyear under review.

The Company has achieved impressive growth through the competence hard worksolidarity cooperation and support of employees at all levels. Your Directors gives theirsincere gratitude to the customers clients vendors and other business associates fortheir continued support in the Company's growth.

The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders

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