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Worldwide Aluminium Ltd.

BSE: 526525 Sector: Others
NSE: N.A. ISIN Code: INE550D01010
BSE 00:00 | 23 Sep 9.36 0
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NSE 05:30 | 01 Jan Worldwide Aluminium Ltd
OPEN 9.85
PREVIOUS CLOSE 9.36
VOLUME 98
52-Week high 18.45
52-Week low 6.50
P/E 312.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.85
CLOSE 9.36
VOLUME 98
52-Week high 18.45
52-Week low 6.50
P/E 312.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Worldwide Aluminium Ltd. (WORLDWIDEALUMI) - Director Report

Company director report

To

The Members

Worldwide Aluminium Limited

Delhi

Your Directors are pleased to present the 30th Annual Reporton the Business and Operation of the company along with the Audited Statement of Accountsfor the Financial Year ended on 31st March 2020.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the company for the Financial Year endedon 31st March 2020 and for the previous financial year ended on 31stMarch 2019 is given below:

Particulars FY 2019-20 FY 2018 - 2019
Revenue from operations 253.31 2013.37
Other Income 0.84 14.26
Total revenue 254.15 2027.63
Expenditure
Employee benefits expenses 21.95 24.56
Other expenses 265.07 2092.67
Total expenses 287.02 2117.23
Profit before exceptional and extra ordinary items and tax (32.87) (89.59)
Profit before tax (32.87) (89.59)
Tax expense :
Income tax for earlier years - (11.00)
Provision for income tax 0.35 36.85
Net profit for the year (33.22) (115.44)
Other comprehensive income/losses
(i)Changes in fair value of Equity Instruments 53.88
(ii)Income tax relating to items that will not be reclassified to Profit or Loss 8.32
Total comprehensive Income/ (Loss) for the year (33.22) (69.88)

2. APPROPRIATIONS:

The Opening Balance of deficit of Profit and Loss shown under the head“Reserves and Surplus” was 69.49 Lacs. Loss of Rs.33.22 Lacs has beentransferred to “Reserves and Surplus”. “During the year under the reviewno appropriation was made in the Equity Investment Reserve. The Closing Balance of deficitof the Profit and Loss shown under the head “Reserves and Surplus” is 102.71Lacs.

3. COMPANY PERFORMANCE:

During the year under review the Company has earned revenue of Rs253.31 Lakhs from the business of Trading of Aluminum Coils. The revenue of Company hasdrastically reduced to 253.31lakhs from 2013.37 lakhs earned by the Company in theprevious year 2018-19.

During the year the total income of the Company is Rs.253.31 Lakhscompared to Rs.253.31 Lakhs in the previous year.

The total Expense of the Company during the year is Rs.287.02 Lakhscompared to 2117.23 Lakhs in the previous year.

The company has earned a loss of Rs.33.22 Lakhs compared to the netloss of Rs. 115.44 Lacs as compared to previous year 2018-19.

Due to some unfavorable market conditions the Company has incurredlosses in the current year.

Your Directors are hopeful to exploit the new activities in efficientmanner and achieve better results in the future.

4. DIVIDEND:

Your directors do not recommend payment of any dividend for thefinancial year ended 31st March 2020 in order to conserve the resources ofthe Company. The Company will retain the earnings for use in the operations of futureprojects and strive to increase the net worth of the stakeholders.

5. CHANGE IN NATURE OF COMPANY BUSINESS:

During the year under review there was no change in the nature of thebusiness of the Company.

6. SHARE CAPITAL

During the year under review there were no changes in the authorizedcapital of the Company. The authorized share capital of the Company stood at Rs.8 croredivided into 8000000 Equity Shares of Rs.10/- each as on 31st March 2020.

Whereas the paid up share capital of the Company stood atRs.32863000/- as on 31st March 2020.

7. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED /RESIGNED:

Sr. No. Name of Director Designation Appointment/ Cessation Date
1. Ms. Priyanka Chaurasia Company Secretary & Compliance Officer Resignation 30th October 2019
2. Ms. Misha Nahal Soni Company Secretary & Compliance Officer Appointment 2nd June 2020

8. DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company didn't had any Holding/ Subsidiary/ Joint Ventures/Associate Companies at the start of the year during the year or at the end of the yearand hence there is no requirement of giving the statement containing the salient featureof the financial statement of the company's subsidiary or subsidiaries associatecompany or companies and joint venture or ventures.

9. DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning ofChapter V other than the exempted deposit as prescribed under the provision of theCompanies Act 2013 and the rules framed there under as amended from time to time. Hencethere are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi)of Companies (Accounts) Rules 2014.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ORCOURTS OR TRIBUNALS:

During the year under review there were no significant and materialorders passed by any Regulators or Court or Tribunals which may have impact on the goingconcern status. No order has been passed by any Regulators or Court or Tribunals which mayhave impact on the Company's operation in future.

11. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the FinancialStatements are commensurate with the size and nature of business of the Company. TheCompany has adopted the policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO :

Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 and section134 of the Companies Act 2013 the Company has effectively taken steps for conversationof resources and all effective measures have been taken to save energy.

The Foreign Exchange earned in terms of actual inflows is Nil and theForeign Exchange outgo is also Nil during the year.

13. PERSONNEL

There was no employee drawing remuneration requiring disclosure underthe Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

14. AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

The observations made in their report and dealt with in the notesforming part of the Accounts at appropriate places are self-explanatory.

M/s Surendra & Associates Chartered Accountants having FirmRegistration No.: 010189N were appointed as the statutory Auditor of the Company at the 28thAnnual General meeting for a period of 5 years from the conclusion of the 28thAnnual General Meeting until the conclusion of 33rd Annual General Meeting ofthe Company at such remuneration as may be agreed upon between the Auditors and the Boardof Directors in addition to actual out-ofpocket expenses incurred by them for the purposeof audit and the applicable taxes.

The Company received a certificate from the auditors confirming thatthey have not attracted any disqualifications as prescribed under the Companies Act 2013and the Chartered Accountant Act 1949 read with rules made there under.

The requirement to place the matter relating to appointment of Auditorsfor ratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs Govt. of IndiaAccordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed at the 28th Annual General Meeting held on September 29 2018and are eligible to hold their office until conclusion of 33rd Annual GeneralMeeting to be held in 2023.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has in compliance with theprovisions of Section 204(1) of the Companies Act 2013 and rules made in this behalfappointed M/s. Om Prakash Agrahari & Co. Company Secretaries to carry out SecretarialAudit of the Company for the financial year 2019-20. The Report of the Secretarial Auditoris annexed to this Report as “Annexure A” which is self explanatory and givecomplete information.

(C) INTERNAL AUDITORS:

The Board of Directors are yet to appoint new Internal Auditor for theFinancial Year 202021.

EXPLANATION TO THE QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

Explanation on qualification/adverse remark made in Secretarial AuditReport is as under.

Qualification/ Adverse Remark Explanation
A temporary non-compliance in the composition of the KMP in relation to appoint the Company Secretary for a period of approx 4 months under Section 203 of the Companies Act 2013 is observed. The Company was not able to get a fit and proper candidate at remuneration commensurate with the size of the Company. However on 2nd June 2020 the Company has appointed a full time Company Secretary and made good the noncompliance.

15. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES 2014

There was no employee drawing remuneration requiring disclosure undersection 197(12) and Rule

5 (1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Required details are annexed to this Report as “Annexure B”

16. LISTING OF SHARES:

The shares of the company are listed at BSE Limited (Bombay StockExchange) and listing fees of

Stock Exchange is paid for the year 2019-2020.

17. DIRECTORS RESPONSIBITLY STATEMENT :

As required under the provisions of Section 134 of the Companies Act2013 to the best of their

knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.

(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(d) The Directors have prepared the annual accounts on a going concernbasis.

(e) The Directors have laid down internal financial controls asrequired by Explanation to Section 134(5)(e) of the Act) to be followed by the Company andsuch internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance withthe provisions of applicable laws and such systems are adequate and operating effectively.

18. CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI(Listing Obligation and DisclosureRequirement) Regulations 2015 regarding Corporate Governance is not applicable to theCompany since the paid-up capital of the company is less than Rs.10 crores and net worthis less than 25 crores the threshold limit as prescribed therein.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial yearunder review as stipulated under Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as“Annexure-C”.

20. COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of SecretarialStandards on Board Meetings and General Meetings issued by the Institute of CompanySecretaries of India.

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the yearunder report were on an arm's length basis and in the ordinary course of business.There are no materially significant related party transactions made by the Company duringthe year which may have potential conflict with the interest of the Company. There are nomaterial related party transactions which are not in ordinary course of business or whichare not on arm's length basis and hence there is no information to be provided asrequired under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014. The Board has approved a policy for related partytransactions which has been uploaded on the Company's website. Related PartyTransactions Policy is available on the CompanyRs.s Website. The details of the relatedparty transactions are provided in the notes to the accounts. Members are requested torefer the same.

22. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT

During the year under review no loans guarantee or investment fallingunder Section 186 of the Companies Act 2013 are given/provided by the Company.

23. RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Riskmanagement process is designed to safeguard the organization from various risks throughadequate and timely actions. It is designed to anticipate evaluate and mitigate risks inorder to minimize its impact on the business. The potential risks are inventoried andintegrated with the management process such that they receive

the necessary consideration during decision making. It is dealt with ingreater details in the management discussion and analysis section.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015:

(a) Mr. Mahesh Agarwal

(b) Mr. Harish Kansal

The Company has received requisite declarations/ confirmations from theabove Directors confirming their independence during the financial year.

25. EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicableprovision of the Companies Act 2013 and of Rule 12 ( 1 ) of Companies ( Management andAdministration ) Rules 2014 the extract of the annual return in form MGT-9 for theFinancial Year ended on 31st March 2020 is annexed as “Annexure-D” to thisReport and available on company's website: www.wwal.in

26. NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance bythe Board and circulated to the Directors. The gap between two consecutive meetings wasnot more than one hundred and twenty days as provided in section 173 of the Companies Act2013.

During the financial year 2019-20 05 meetings of the Board were heldon the following dates:

30.05.19 09.08.19 31.08.19 14.11.19 and 14.02.20.

Sr. No. Name of Director/KMP Number of meeting Entitled Number of meeting Attended
1. Mahesh Agarwal 5 5
2. Punita Jain 5 5
3. Harish Kansal 5 5
4. Abhishek Jain 5 5
5. Parag Jain 5 5
6. Priyanka Chaurasia* 2 2
7. Shivani 5 5
8. Misha Nahal Soni 0 0

* Ms. Priyanka_Chaurasia resigned as CS w.e.f. 30th October2019.

* Ms. Misha Nahal Soni was appointed as CS w.e.f. 2nd June2020.

27. CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act 2013 regardingCorporate Social Responsibility is not applicable to the company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.

The Company always endeavors to create and provide an environment thatis free from discrimination and harassment including sexual harassment. The Company has inplace a robust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.

During the Financial Year 2019-2020 the Company has not received anycomplaint of sexual harassment.

29. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI(LODR) Regulations 2015 the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination andRemuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition Board processes Boarddynamics etc. The Independent Directors at their separate meetings also evaluated theperformance of the Board as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and RemunerationCommittee The Stakeholder Relationship Committee was evaluated by the Board having regardto various criteria such as committee composition committee processes committeedynamics etc. The Board was of the unanimous view that all the committees were performingtheir functions satisfactorily and according to the mandate prescribed by the Board underthe regulatory requirements including the provisions of the Act the Rules framed thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested byThe Nomination and Remuneration Committee the performance of each independent directorwas evaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of thenon-independent directors (including the chair person) was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance and interest of stakeholders. The Independent Directors and the Board were ofthe unanimous view that each of the nonindependent directors was providing good businessand people leadership.

30. AUDIT COMMITTEE:

The company is having an Audit committee comprising of the followingMembers .The

Composition of the Committee and attendance of the members is givenhereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Mahesh Agarwal Chairman 4 4
2. Mr. Harish Kansal Member 4 4
3. Mr. Parag Jain Member 4 4

During the Financial year 2019-20 4 meetings of the Audit Committeewere held on the following dates:

30.05.19 09.08.19 14.11.19 and 14.02.20.

The Composition and the Terms of Reference of the Audit Committee is asmentioned in the provisions of Section 177 of the Companies Act 2013 as amended from timeto time.

31. NOMINATION AND REMUNERATION COMMITTEE:

The company is having Nomination and Remuneration committee comprisingof the following Members.The Composition of the Committee and attendance of the members isgiven hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Ms. Punita Jain Chairperson 4 4
2. Mr. Mahesh Agarwal Member 4 4
3. Mr. Harish Kansal Member 4 4

During the Financial year 2019-20 4 meetings of the Nomination andRemuneration Committee were held on the following dates:

18.04.19 08.08.19 14.11.19 and 13.02.2020.

The Composition and the Terms of Reference of the Nomination andRemuneration Committee is as mentioned in the provisions of Section 178 of the CompaniesAct 2013 as amended from time to time.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE :

The company is having Stakeholders Relationship Committee comprising ofthe following Members.The Composition of the Committee and attendance of the members isgiven hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Ms. Punita Jain Chairperson 4 4
2. Mr. Mahesh Agarwal Member 4 4
3. Mr. Harish Kansal Member 4 4
4. Mr. Abhishek Jain Member 4 4

During the Financial year 2019-20 4 meetings of the StakeholderRelationship Committee were held during on the following dates:

18.04.19 08.08.19 21.10.19 and 13.02.2020.

The Composition and the Terms of Reference of the StakeholderRelationship Committee is as mentioned in the provisions of Section 178 of the CompaniesAct 2013 as amended from time to time.

33. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act 2013 the company hasadopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. Theemployees of the company are free to report violations of any laws rules regulations andconcerns about unethical conduct to the Audit Committee under this policy. The policyensures that strict confidentiality is maintained whilst dealing with concerns and alsothat no discrimination with any person for a genuinely raised concern.

34. 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 theCompany viz www.wwal.in

35. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the provisions of Section 125(2) of theCompanies Act 2013 do not apply as there was no dividend declared and paid in last sevenyears so the Company was not required to transfer any amount to the Investor Education andProtection Fund (IEPF) established by the Central Government pursuant to the provision ofSection 125 (e) of the Companies Act 2013 as there is no amount unclaimed for a period of7 years from the date it became due for repayment.

36. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relates and the date of this Report.

37. APPRECIATION:

Your Directors would like to express their sincere appreciation for theco-operation and assistance received from the Banker Regulatory Bodies and other Businessassociates who have extended their valuable sustained support and encouragement during theyear under review.

Your Directors take this opportunity to recognize and place on recordtheir gratitude and appreciation for the commitment displayed by all executive officersand staff at all levels of the company. We look forward for the continued support of everystakeholder in the future.

Place: New Delhi By the Order of Board
Date: 1st September 2020 Worldwide Aluminium Limited

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