The Board of Directors have the pleasure of presenting the 31st Annual Report of yourCompany together with the Audited Statement of Accounts Auditors' Report and the Reporton the business and operations of the Company for the financial year ended 31st March2019.
1. FINANCIAL PERFORMANCE
The summarized financial highlights for the year under review are presented below:
Amount (in Rs)
|Particulars ||Financial Year ||Financial Year |
| ||2018-19 ||2017-18 |
|Net Sales/ Income from Operations ||6466833 ||9425235 |
|Other lncome ||92474 ||31676 |
|Total Income ||6559307 ||9456911 |
|Profit before Interest Depreciation & Tax ||929330 ||722378 |
|Less: Finance Cost ||25618 ||20931 |
|Profit before Depreciation & Tax ||903712 ||701447 |
|Less: Depreciation ||892847 ||694504 |
|Profit before Tax ||10865 ||6943 |
|Less: Tax ||54729 ||37046 |
|Other comprehensive Income/Loss ||217744 ||747542 |
|Net Profit after Tax ||261608 ||717439 |
|Balance b/f from the Balance Sheet ||5504386 ||4786948 |
|Balance c/f to the Balance Sheet ||5242777 ||5504386 |
The revenue from operations of the Company during the financial year 2018-19 was Rs.6559307as compared to that of Rs. 9456911 during the financial year 2017-18. Thusyour Company has recorded an decrease of Rs. 2897604 (30.64%) in the Net Profits of theCompany during the financial year 2017-18. Inspite of tough competition in the market andadverse economic conditions your Company has managed to sustain its position in theIndustry.
In order to conserve the resources of the Company your directors do not propose todeclare any dividend for the financial year 2018-19.
3. SHARE CAPITAL
The Authorized Share Capital of your Company is Rs. 55000000/- and the paid up sharecapital of your Company is Rs. 30070000/-
Your directors do not propose to transfer any amount to the Reserves for the financialyear ended 31st March 2019.
Your Company has neither any outstanding deposit nor accepted any deposit under Section73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 during the period under review.
6. SUBSIDIARY/ASSOCIATE& JOINT VENTURE COMPANIES
The Company does not have any holding subsidiary and associate Companies
The equity shares of the Company continue to be listed on the Bombay Stock Exchange(BSE). We confirm that Annual Listing Fees for the financial year 2019- 20 has alreadybeen paid within the stipulated time period.
a) Retire by Rotation
Mr. Vipin Aggarwal is retiring by rotation at the ensuing Annual General Meeting and iseligible for re-appointment. In view of the valuable guidance and support received fromhim your Directors recommend his re-appointment.
b) Appointments and Cessation
During the period under review Mr. Dev Kumar Bansal has resigned as and IndependentDirector with effect from 14th February 2018 but on the recommendation of the Nominationand Remuneration Committee he was appointed as an additional whole time director witheffect from the same date. However Mr. Dev Kumar Bansal has resigned with effect from14th August 2018.
Ms. Priya Sadh was appointed as an additional director in the Board Meeting held on14th February 2018 but she resigned with effect from 14th August 2018.
Mr. Surinder Kumar Sareen has resigned with effect from 14th August 2018.
Ms. Kavita and Mr. Keshav Kumar Kaushik were appointed as Additional IndependentDirectors of the Company with effect from August 14 2018 and Mr Sudhanshu Kumar Nayakwith effect from September 28 2018 for a period of 5 years subject to the approval ofshareholders.
Ms. Meena Aggarwal was appointed as Chief Executive Director.
c) Declaration of Independent Directors
All the Independent Directors of your Company have given their respective declarationsstating that they meet the criteria prescribed for independence under the applicable lawsand in the opinion of the Board all the Independent Directors of your Company meet thesaid criteria.
d) Women Director
In terms of the provision of section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligation and disclosure Requirements) Regulation 2015 yourCompany has complied with the requirement of having at least one women Director on theBoard of the Company. Mrs. Meena Aggarwal Chief Executive Director and Ms. KavitaDirector are the Women directors of the Company.
e) Key Managerial Personnel
Subsequent to year end Ms. Akanksha Sharma has resigned as the Company Secretary andKey Managerial Personnel of the Company with effect from 31st June 2019. However theCasual Vacancy was filled by the Board within the prescribed time period by appointing Ms.Akansha Rawat as the Company Secretary and Key Managerial Personnel of the Company witheffect from 1st July 2019.
As on the date of the report the Key Managerial Personnel of your Company are asunder-:
1 Ms. Meena Aggarwal Chief Executive Officer
2 Mr. Syed Nawazish Husain Zaidi Chief Financial Officer
3 Ms. Akansha Rawat Company Secretary & Compliance Officer
9. BOARD MEETINGS
During the year 2018-19 Nine (9) meetings were held on 20.04.2018 30.05.201814.08.2018 29.08.2018 01.09.2018 14.11.2018 06.02.2019 14.02.2019 and 21.02.2019. Thegap between two Board Meetings did not exceed four months as mentioned in Regulation 17(2}of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
10. COMMITTEES OF THE BOARD
The Directors of your Company have constituted the following Committees in accordancewith the provisions of the Companies Act 2013 read with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015-:
a) Audit Committee
The audit committee met Five (5) times during the year under review. The Composition ofthe Audit Committee is as under-:
|Name of the Members ||Designation |
|1 Mr. Sanwar Mal Saini ||Chairman |
|2 Mr. Vipin Aggarwal ||Member |
|3 Mrs. Kavita ||Member |
|4 Mr. Amod Pal Singh ||Member |
b) Nomination & Remuneration Committee
The Nomination & Remuneration Committee met Five (5) times during the year underreview.
c) Stakeholders Relationship Committee
The Stakeholders Relationship Committee met Four(4) times during the year under review
d) Risk Management Committee
The Risk Management Committee met Four (4) times during the year under review
11. POLICY ON QUALIFICATION AND REMUNERATION FOR THE DIRECTORS KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES:
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Policy which includes (a) criteria for determining the qualifications positiveattributes and independence of a director and (b) matters relating to the remuneration fordirectors key managerial personnel and other employees.
The web link of the Remuneration Policy is
http://www.woodsvilla.in/nomination remuneration policy.html
12. PERFORMANCE EVALUATION
The Board annually evaluates its performance as well as the performances of itsCommittees and of Directors individually.
For evaluating the performance of the Board as a whole the Board reviews theperiodical performances of the Company and the role of the Board towards achievement ofthe said performances and the future plans as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board by linking itdirectly with their devotion towards implementation and management of the growthparameters of the Company and the actual achievements of the Company.
The performance of the Non-Executive / Independent Directors is evaluated on the basisof their contribution for adopting better corporate governance practices transparency anddisclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of theachievement of the work designated to the specific committee.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act 2013 theBoard of Directors of the Company hereby state and confirm that: -
I) In the preparation of the Annual Accounts for the Financial Year ended March 312019 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year endedMarch 31 2019 and of the profit or loss of the Company for that period;
iii) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the Annual Accounts for the Financial Year ended March31 2019 of the Company on a going concern basis.
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
1. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Management Discussion and AnalysisReport are presented in a separate section forming part of this Annual Report inAnnexure-A.
i. CORPORATE GOVERNANCE
The provisions relating to the Corporate Governance as enumerated under the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to your Company as the paid up share capital and net worth of theCompany as on the last day of the previous financial year are below rupees ten crores andrupees twenty five crores respectively. Hence the disclosure in the annual reportrelating to para C D and E of Schedule V to the above said Regulations does not forms thepart of this Report.
16. VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 and Regulations34(3) of SEBI (LODR) Regulations 2015 a Vigil Mechanism for directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the Company's code of conduct or ethics policy has been established. The VigilMechanism Policy has been uploaded on the website of the Company.
During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the financial year 2018-19.
17. RISK MANAGEMENT POLICY
The Company follows the risk management policy where in the management keeps an eagleeye view on the markets related to the services provided by the Company. The managementalso monitors the socio-economic changes worldwide and the changes in the currencyfluctuation to minimize the risks.
The Board members are regularly informed about the potential risks their assessmentand minimization procedures. The Board frames a plan for elimination / minimization of therisk and further lays out the steps for implementing and monitoring of the risk managementplan.
There are no risks which in the opinion of the Board are of the nature that canthreaten the existence of the Company. However the risks inter-se that is generally dealtin regular course of business and has to be taken care of is seasonal sale and weatherconditions.
18. RELATED PARTY TRANSACTIONS
On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions. The Policy envisages the procedure governing relatedparty transactions required to be followed to ensure compliance with the applicable lawsand regulations as well as to ensure that the Related Party Transactions are managed anddisclosed in accordance with the legal and accounting requirements.
During the year under review no contract or arrangement was entered by the Company interms of the provisions of Section 188(1) of the Companies Act 2013. All the relatedparty transactions entered during the year were in the ordinary course of business and onarm's length basis.
Further no material related party transaction was entered during the year underreview. Accordingly disclosure as required under section 134(3)(h) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable toyour Company.
19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Board has inter-alia reviewed the adequacy and effectiveness of your Company'sinternal financial controls relating to its financial statements.
The Board has discussed with the Management of the Company the major financial riskexposures and the steps taken by it to monitor and control such exposures overseen andreviewed the functioning of the Whistle Blower Mechanism and the findings in respect ofthe investigations conducted on frauds which were material in nature and the actionstaken by the Management in this regard.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of yourCompany.
21. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) of the Companies Act 2013 read with Rule12 (1) of the Companies (Management and Administration) Rules 2014 as amended theextract of the Annual Return in Form MGT 9 is provided as an Annexure-Bto this report.
The extract of annual return of the Company is available on the website of the Company.Weblink of the same is http://www.woodsvilla.in/corporate_disclosures.html
22. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Your Company has not made any Loan or given any Guarantees and the details ofinvestments are given under relevant note of the Financial Statements. However theinvestments made does not exceeds the limits as prescribed under Section 186 of theCompanies Act 2013.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions relating to the Corporate Social Responsibility as laid down undersection 135 of the Companies Act 2013 is not applicable to your Company.
24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE BANK
During the financial year 2018-19 no significant or material orders were passed by anyRegulator Court or Tribunal against your Company which could impact its going concernstatus or operations.
25. CHANGE IN NATURE OF BUSINESS IF ANY
During the period under review there was no change in the nature of business of yourCompany.
26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas constituted necessary Internal Complaints Committee in accordance with the said Act.
During the period under review your Company has not received any complaint of SexualHarassment at Work Place.
(a) STATUTORY AUDITORS AND THEIR REPORT
At the 29th Annual General Meeting of the Shareholders of your Company held on 23rdSeptember 2017 M/s MANV & Associates Chartered Accountants were appointed as theStatutory Auditors of the Company to hold office as such from the conclusion of the 29thAnnual General Meeting until the conclusion of the 34thAnnual General Meeting on suchremuneration as may be approved by the Board.
There are no qualifications reservations or adverse remarks made by M/s MANV &Associates Chartered Accountants Statutory Auditors of the Company in their report.Further pursuant to Section 143(12) of the Companies Act 2013 the Statutory Auditors ofthe Company have not reported any instances of frauds committed in the Company by itsofficers or employees.
(b) SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the relevantprovisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company had appointed M/s Kundan Agrawal & Associates Company SecretariesDelhi to act as the Secretarial Auditor of your Company for the financial year 2018-19.The secretarial audit of your Company was conducted in respect of the matters prescribedin the said Rules and as set out in the Secretarial Audit Report for the financial year2018-19 which is provided as an Annexure-C to this report.
(c) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act 2013 and the relevantrules and regulations framed thereunder your Company had appointed M/s AVSG & Co.Chartered Accountants as the Internal Auditor for the financial year 2018-19.
(d) COST AUDITORS
The provisions relating to the Cost Audit and appointment of Cost Auditor under Section148 of the Companies Act 2013 are not applicable to your Company.
(E) REPORTING OF FRAUDS BY AUDITORS
During the year under review No frauds have been reported by the Auditors underSection 143(12) of the Companies Act 2013 requiring disclosure in the Board's Report.
28. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO
The Company makes all efforts towards conservation of energy protection of environmentand ensuring safety.
During the period under review your Company has not absorbed any technology and therewere no transactions involving the foreign exchange earnings and outgo. Therefore nodisclosure is required to be given in this regard.
29. PARTICULARS OF EMPLOYEES / PERSONNEL
The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedin respect of directors/ employees of your Company forms the part of this Report inAnnexure D.
During the period under review No employee of the Company was covered under any of theclauses of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended. Hence the disclosure under Rule 5(2) and 5(3) doesnot forms the part of this Report.
30. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. Your Company is in compliance with theapplicable secretarial standards.
The Board of Directors places on record its gratitude to the Ministry of CorporateAffairs Securities and Exchange Board of India other Statutory and RegulatoryAuthorities Financial Institutions Stock Exchanges Registrar and Share Transfer AgentDepositories and Correspondent Banks for their continued support and guidance.
The Board also places on record its appreciation to the Shareholders of the Company fortheir continued support and to its valued customers for their continued patronage. TheBoard also expresses its deep sense of appreciation to all the employees of your Companyfor their strong work ethic excellent performance professionalism teamwork commitmentand initiatives which has led to your Company reinforcing its customer centric image andmaking commendable progress in today's challenging environment.
|FOR AND ON BEHALF OF THE BOARD || |
|VIPIN AGGARWAL ||MEENA AGGARWAL |
|Director ||Director & CEO |
|DIN: 00084395 ||DIN: 00084504 |
|PLACE: New Delhi || |
|DATE: 31st August 2019 || |