To
The Members of
WORLDWIDE ALUMINIUM LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2022
1. Financial Highlights
The financial performance of your company for the year ending March 31 2022 issummarized below:
(Amount in Lacs)
| Particulars | 2021-22 | 2020-21 |
| Revenue from Operations | 267.28 | 0.00 |
| Other Income | 0 | 35 |
| Profit before Interest and Depreciation and Tax | 1.98 | 1.22 |
| Finance Cost | 0.00 | 0.00 |
| Depreciation | 0.00 | 0.00 |
| Net Profit before Tax | 1.98 | 1.22 |
| Tax Expense | 0.32 | 0.19 |
| Deferred Tax | 0.26 | 0.30 |
| Net Profit after Tax | 1.40 | 0.73 |
2. State of company's affairs and future outlook
During the reporting period company's performance was satisfactory in terms of revenuegeneration as the same has generated total revenue of Rs. 267.280 lacs which is 26628 %more than the last year's turnover. Further after meeting out all the administrative andother expenditures the company has earned Net profit of Rs. 1.40 lacs. The Net profit ofthe Company is increased by Rs. 0.67 lacs. The Board is taking the necessary steps toimprove the performance of the Company and to have better working results in the comingyears.
3. Transfer to reserves in terms of section 134 (3) (j) of the Companies Act 2013
The company has not transferred any amounts in the Reserves in terms of Section134(3)(J) of the Companies Act 2013.
4. Dividend
The Board of Directors of the Company after considering holistically the relevantcircumstances has not recommended any dividend for the current financial year with a viewto conserve the profits generated.
5. Change in Nature of Business
During the period under review the Company has not changed its line of business insuch a way that amounts to commencement of any new business or discontinuance sale ordisposal of any of its existing businesses or hiving off any segment or division.
6. Material changes and commitments
The particulars as required under the provisions of Section 134(3)(l) followingchanges have occurred which have affected the financial position of the company occurredbetween 31st March 2022 and the date of Board's Report.:
1 Company has appointed Ms. Rupali Kukreja (FCS 11710) as Company Secretary andCompliance Officer of the Company on 17th May 2022
7. Share Capital
There has been no change in the share capital of the company during the year underreview.
8. Transfer of unclaimed dividend to Investor Education and Protection Fund
There was no unclaimed/unpaid dividend application money debenture interest andinterest on deposits as well as the principal amount of debentures and deposits remainingunclaimed/ unpaid in relation to the Company hence the Company is not required to transferany amount to Investor Education and Protection Fund (IEPF).
9. Particulars of Loans Guarantees and Investments
There were no loans guarantees or investments made by the Company under Section 186of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.
10. Information about Subsidiary/ JV/ Associate Company
Company does not have any Subsidiary Joint venture or Associate Company.
11. Deposits
During the year under review your Company has not invited any deposits frompublic/shareholders as per Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
12. Related Party Transactions
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large and Approval of the Board of Directors andshareholders was obtained wherever required hence Form No. AOC-2 is not applicable to thecompany.
Further the Related Party Transactions has been disclosed in Note No. 15 of FinancialStatements of the Company.
13. Directors and Key Managerial Personnel
During the current financial year the following changes have occurred in theconstitution of directors of the company.
| S.No. | Name | Designation | Appointment/Cessation/Change Designation | Date of cessation |
| 1 | MISHA NAHAL | COMPANY SECRETARY | Cessation | 27/12/2021 |
As per the Articles of Association of the Company ABHISHEK JAIN Managing Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
Composition of board of directors and KMP as on 31/03/2022 is as following:
| S.No. | Name | Designation | DIN | Date of Appointment |
| 1 | MAHESH AGARWAL | Independent Director | 00086304 | 29/04/2017 |
| 2 | HARISH KANSAL | Independent Director | 01566975 | 29/04/2017 |
| 3 | ABHISHEK JAIN | Joint Managing Director | 02801441 | 28/07/2017 |
| 4 | PARAG JAIN | Managing Director | 02803856 | 28/07/2017 |
| 5 | PUNITA JAIN | Director | 00303136 | 28/07/2017 |
| 6 | SHIVANI | CFO | GSVPS4965P | 13/08/2018 |
14. Declaration by Independent Directors
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under Section 149(6) of the Companies Act 2013 andClause 49 of the Listing Agreement.
15. Number of Meeting of Board of Directors
During the Financial Year the Company held 6 board meetings of the Board of Directorsas per Section 173 of Companies Act 2013 which is summarized below. The provisions of theCompanies Act 2013 were adhered to while considering the time gap between the twomeetings.
| S.No. | Date of Meeting | Board Strength | No. of Directors Present |
| 1 | 12/04/2021 | 5 | 5 |
| 2 | 30/06/2021 | 5 | 5 |
| 3 | 13/08/2021 | 5 | 5 |
| 4 | 01/09/2021 | 5 | 5 |
| 5 | 01/11/2021 | 5 | 5 |
| 6 | 14/02/2022 | 5 | 5 |
16. General Meeting(s) held during the year
During the financial year following general meetings were held. The provisions of theCompanies Act 2013 were adhered to while conducting the meetings:
| S.No. | Nature of meeting | Date of Meeting | Total Number of Members entitled to attend meeting | Number of members attended |
| 1 | Annual General Meeting | 30/09/2021 | 8999 | 71 |
17.Composition of Audit Committee
I. The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013 read with Companies (Meeting of Board and itsPowers) Rules 2014.
II. The terms of reference of the Audit Committee are broadly as under:
1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
2. Recommend the appointment remuneration and terms of appointment of auditors of theCompany;
3. Reviewing with the management the annual financial statements and auditors' reportthereon before submission to the board for approval with particular reference to:
A. Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Act
B. Disclosure of any related party transactions
C. Qualifications in the draft audit report
4. Reviewing with the management the quarterly financial statements before submissionto the board for approval;
5. Review and monitor the auditors' independence and performance and effectiveness ofaudit process;
6. Scrutiny of inter-corporate loans and investments;
7. Evaluation of internal financial controls and risk management systems;
8. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
9. Discussion with internal auditors of any significant findings and follow up thereon;
10. Establish a vigil mechanism for directors and employees to report genuine concernsin such manner as may be prescribed;
11. Approval of appointment of CFO;
III. The Audit Committee invites executives as it considers appropriate (particularlythe head of the finance function) representatives of the statutory auditors andrepresentatives of the internal auditors to be present at its meetings. The CompanySecretary acts as the secretary to the Audit Committee.
IV. The composition of the Audit Committee is given below:
| Name of the Director | Position held in the Committee | Category of the Director |
| MAHESH AGARWAL | Chairman | Director |
| HARISH KANSAL | Member | Director |
| PARAG JAIN | Member | Managing Director |
V. During the Financial year 2021-22 company held 4 Meeting of the Audit Committeedetails of which are summarized below:
| S.No. | Date of Meeting | Board Strength | No. of Directors Present |
| 1 | 13/07/2021 | 3 | 3 |
| 2 | 01/09/2021 | 3 | 3 |
| 3 | 20/11/2021 | 3 | 3 |
| 4 | 25/03/2022 | 3 | 3 |
18. Nomination And Remuneration Committee
I. Company has constituted this Committee in compliance of the provisions of Section178(3) of the Companies Act 2013 read with Companies (Meeting of Board and its Powers)Rules 2014.
II. The broad terms of reference of the Nomination and Remuneration Committee are asunder:
1. Recommend to the board the set up and composition of the board and its committees.including the "formulation of the criteria for determining qualifications positiveattributes and independence of a director". The committee will consider periodicallyreviewing the composition of the board with the objective of achieving an optimum balanceof size skills independence knowledge age gender and experience.
2. Recommend to the board the appointment or reappointment of directors.
3. Devise a policy on board diversity.
4. On an annual basis recommend to the board the remuneration payable to the directorsand oversee the remuneration to executive team or key managerial personnel of the Company.
5. Provide guidelines for remuneration of directors on material subsidiaries.
III. The composition of the Nomination and Remuneration Committee is given below:
| Name of the Director | Position held in the Committee | Category of the Director |
| PUNITA JAIN | Chairman | Director |
| HARISH KANSAL | Member | Director |
| MAHESH AGARWAL | Member | Director |
IV. During the Financial year 2021-22 company held 1 Meeting of the Committee detailsof which are summarized below:
| S.No. | Date of Meeting | Board Strength | No. of Directors Present |
| 1 | 14/06/2021 | 3 | 3 |
19. Stakeholders Relationship Committee:
I. Company has constituted this Committee in compliance of the provisions of Section178 of the Companies Act 2013
II. The composition of the Nomination and Remuneration Committee is given below:
| Name of the Director | Position held in the Committee | Category of the Director |
| PUNITA JAIN | Chairman | Director |
| HARISH KANSAL | Member | Director |
| MAHESH AGARWAL | Member | Director |
| ABHISHEK JAIN | Member | Managing Director |
III. During the Financial year 2021-22 company held 1 Meeting of the Committee detailsof which are summarized below:
| S.No. | Date of Meeting | Board Strength | No. of Directors Present |
| 1 | 02/08/2021 | 4 | 4 |
20. Board Evaluation
In compliance with the Companies Act 2013 the performance evaluation of the Board wascarried out during the year under review. The Company has prepared an annual performanceevaluation policy for performance evaluation of Independent Directors Board and theCommittees.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department.
21. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 and ofthe profit of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The Directors have laid down internal financial controls as required by Explanationto Section 134(5)(e) of the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. Internal control systems and their adequacy
The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company. The system should be designed and operated effectively.Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board's report. To ensure effective Internal Financial Controls theCompany has laid down the following measures:
All operations are executed through Standard Operating Procedures (SOPs) in allfunctional activities for which key manuals have been put in place. The manuals areupdated and validated periodically.
All legal and statutory compliances are ensured on a monthly basis. Non-compliance ifany is seriously taken by the management and corrective actions are taken immediately.Any amendment is regularly updated by internal as well as external agencies in the system.
Approval of all transactions is ensured through a preapproved Delegation of AuthoritySchedule which is reviewed periodically by the management.
The Company follows a robust internal audit process. Transaction audits are conductedregularly to ensure accuracy of financial reporting safeguard and protection of all theassets. Fixed Asset verification of assets is done on an annual basis. The audit reportsfor the above audits are compiled and submitted to Managing Director and Board ofDirectors for review and necessary action.
23. Annual Return
In compliance to provisions of section 134 (3) (a) of the Companies Act 2013 copy ofthe Annual Return referred to in sub section (3) of Section 92 of the Act as prepared inForm No. MGT 9 is placed on the website of the company http://www.wwal.in
24. Corporate Social Responsibilities (CSR)
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to the constitution of the Corporate Social Responsibility Committee.
25. Energy conservation technology absorption & Foreign Exchange Earnings andOutgo
(A) Conservation of energy:
Steps taken / impact on conservation of energy with special reference to thefollowing:
(i) Steps taken or impact on conservation of energy: The Company has effectively takensteps for conversation of resources and all effective measures have been taken to saveenergy.
(ii) Steps taken by the company for utilizing alternate sources of energy includingwaste generated: -
(iii) Capital investment on energy conservation equipment: -
(B) Technology absorption:
(i) Efforts in brief made towards technology absorption: -
(ii) Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc. -
(iii) In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year) following information may be furnished: -
(a) Details of technology imported: -
(b) Year of import: -
(c) Whether the technology been fully absorbed: -
(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefore: -
(iv) The expenditure incurred on Research and Development: -
(C) Foreign exchange earnings and Outgo
(Amount in Lacs)
| Particulars | Current Year | Previous Year |
| FOB Value of Export | 0 | 0 |
| CIF Value of Import | 0 | 0 |
| Expenditure on Store and Spares | 0 | 0 |
| Expenditure on Foreign Travel | 0 | 0 |
| Other | 0 | 0 |
26. Business Risk Management
The Company has structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on continuing basis.
27. Significant and Material Orders Passed By The Regulators Or Courts
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
28 Auditors:
? Statutory Auditors & their Report
At the Meeting held on 29/09/2018 M/s Chartered Accountants (FRN: 010189N) wasappointed as statutory auditors of the company to hold office till the conclusion of theAnnual General Meeting to be held for the financial year 2023.
Company has received certificate from the Auditors to the effect they are notdisqualified to continue as statutory auditors under the provisions of applicable laws.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.
? Cost Auditor
The Cost Audit pursuant to section 148 of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014 is not applicable to the company.
? Secretarial Auditor
According to the provision of section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Om Prakash Agrahari Practicing Company Secretary(ies) on toundertake the Secretarial Audit of the Company for the financial year ended 2022.
The Secretarial Audit Report Submitted by Om Prakash Agrahari for the financial yearended 2022 in the prescribed form MR-3 is annexed to the report as "Annexure A".
The said secretarial audit report does not contain any qualification reservation oradverse remark or disclaimer made by the Secretarial Auditor.
29. Credit Rating of Securities
The Company has not obtained any credit rating of its securities.
30. Details of Corporate Insolvency Resolution Process Initiated Under theInsolvency and Bankruptcy Code 2016 (IBC)
No corporate insolvency resolution process is initiated against your Company underInsolvency and Bankruptcy Code 2016 (IBC).
31. Details of Failure to Implement any Corporate Action :
During the year the Company has not failed to execute any corporate action.
32. Statement regarding compliances of applicable Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
33. 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.
Further the Company was committed to providing a safe and conducive work environment toits employees during the year under review. Your Directors further state that during theyear under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
Summary of sexual harassment complaints received and disposed of during the financialyear: -
• No. of complaints received: 0
• No. of complaints disposed of: 0
• No. of complaints pending: 0
• No. of complaints unsolved: 0
34. Vigil Mechanism / Whistle Blower Policy
The Company has formulated a vigil mechanism (whistle blower policy) for its directorsand employees of the Company for reporting genuine concerns about unethical practices andsuspected or actual fraud or violation of the code of conduct of the Company as prescribedunder the Companies Act 2013. This vigil mechanism shall provide a channel to theemployees and Directors to report to the management concerns about unethical behavior andalso provide for adequate safeguards against victimization of persons who use themechanism and also make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases.
35. Fraud Reporting
During the year under review Auditors of the company have not reported any instancesof frauds committed in the Company by its Officers or Employees to the Audit Committeeunder section 143(12) of the Companies Act 2013 details of which need to be mentioned inthis Report.
36. Cautionary Statement
The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable laws andregulations.
Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.
^1 I P a rr o
37. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details are annexed to this Report as "Annexure B"
38. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as"Annexure-C".
39. POLICIES:
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company has framed the followingpolicies:
1. Materiality of Information Policy
2. Policy for Preservation of Documents
3. Code for Practices and Procedures for Fair Disclosure of UPSI
4. Policy on Vigil Mechanism
5. Nomination & Remuneration Policy
6. Policy for determining Material Subsidiaries
7. Policy for Payment to Non- Executive Directors
8. Policy for Related Party Transactions
9. Policy on Familiarization of Independent Directors
10. Policy for Issuance of Duplicate Share Certificate
11. Code of Conduct to Monitor and Report Insider Trading
All the above policies have been displayed on the website of the Company vizwww.wwal.in
40. Acknowledgement
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
For & on behalf of the Board of Directors Worldwide Aluminium Limited
| Sd/- | Sd/- |
| ABHISHEK JAIN | PARAG JAIN |
| DIN : 02801441 | DIN : 02803856 |
| Managing Director | Managing Director |
Date : 06/09/2022 Place : New Delhi
