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Worldwide Leather Exports Ltd.

BSE: 526525 Sector: Others
NSE: N.A. ISIN Code: INE550D01010
BSE 00:00 | 16 Apr 10.73 0
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NSE 05:30 | 01 Jan Worldwide Leather Exports Ltd
OPEN 10.73
PREVIOUS CLOSE 10.73
VOLUME 1703
52-Week high 17.70
52-Week low 8.14
P/E 5.80
Mkt Cap.(Rs cr) 4
Buy Price 10.73
Buy Qty 297.00
Sell Price 12.40
Sell Qty 625.00
OPEN 10.73
CLOSE 10.73
VOLUME 1703
52-Week high 17.70
52-Week low 8.14
P/E 5.80
Mkt Cap.(Rs cr) 4
Buy Price 10.73
Buy Qty 297.00
Sell Price 12.40
Sell Qty 625.00

Worldwide Leather Exports Ltd. (WORLDWIDELEATH) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting the 27 Annual Report together with theAudited Statement of Accounts of Worldwide Leather Exports Ltd for the year ended on 31March 2017.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Particulars 2016 – 2017 2015 – 2016
(Amount in Rs.) (Amount in Rs.)
Revenue from operations 29115048 36433156
Other Income 4802670 3208356
Total revenue 33917718 36941512
Expenditure
Employee benefits expenses 3855407 3773442
Other expenses 28309608 35823722
Total expenses 32165015 39597164
Profit before exceptional and extra ordinary items and tax 1752703 44347
Profit before tax (52 67 810) 44347
Tax expense :
Income tax for earlier years 70257 80860
Provision for income tax (86000) (11000)
Net profit for the year (52 52 067) (25153)

2. APPROPRIATIONS:

The Opening Balance of Surplus of Profit and Loss shown under the head "Reservesand Surplus" was Rs. 2986136. During the year under the review the general Reserveof Rs. 42 81363 was also added. The Closing Balance of Surplus of the Profit and Lossshown under the head "Reserves and Surplus" was Rs. 2015 432.

3. COMPANY PERFORMANCE:

Members are aware that since your company had closed its manufacturing operations inthe year October 2013 due to world economic recessions your company is now engaged intrading/procuring packed shipments of footwear against its export orders. This businessstrategy has saved the company from exposure to rising costs of labor and material.

The Net loss after Tax increase to Rs. (52 52067) from Rs. (25153) as compared toprevious year.

Your Directors are hopeful to exploit the new activities in efficient manner andachieve better results in the future.

4. DIVIDEND:

Your directors do not recommend payment of any dividend for the financial year ended31st March 2017 in order to conserve the resources of the Company. The Company willretain the earnings for use in the operations of future projects and strive to increasethe net worth of the stakeholders.

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

Sr No. Name of Director Designation Appointment/ Cessation Date
1 Mr. Anil Agarwal Managing Director Cessation 28th July 2017
2 Ms. Renu Agarwal Director Cessation 28th July 2017
3 Mr. Lalit Chhawchharia Director Cessation 18th Aug. 2017
4 Mr. Deepak Mehrota Director Cessation 22nd April 2017
5 Mr. Rajeev Agarwal Director Cessation 22nd April 2017
6 Ms. Deepali Jain Company Secretary & Compliance Officer Cessation 15th Oct. 2016
7 Ms. Misha Soni Company Secretary & Compliance Officer Appointment 15th April 2017
8 Ms. Misha Soni Company Secretary & Compliance Officer Cessation 14th Sept. 2017
9 Mr. Krishna Kumar Singh CFO Cessation 10th Dec. 2016
10 Mr. Mahesh Agarwal * Additional Director Appointment 29th April 2017
11 Mr. Harish Kansal * Additional Director Appointment 29th April 2017
12 Ms. Punita Jain * Additional Director Appointment 28th July 2017
13 Mr. Amit Lohia * Additional Director Appointment 18th Aug. 2017
14 Mr. Parag Jain** Additional Director and Managing Director Appointment 28th July 2017
15 Mr. Abhishek Jain** Additional Director and Joint Managing Director Appointment 28th July 2017
16 Mr. Naresh Kumar Gandhi Chief Finance Officer Appointment 29th April 2017

* All the Additional Director holding office till ensuing Annual General Meeting isproposed to be appointed as Director in accordance with provisions of section 160 of theAct. The necessary resolution proposing their appointment as Director has been proposed inthe Notice convening the said Annual General meeting

** Mr. Parag Jain and Mr. Abhishek Jain Additional Director holding office tillensuing Annual General Meeting is proposed to be appointed as Director in accordance withprovisions of section 160 of the Act. Further appointment of Mr. Parag Jain and Mr.Abhishek Jain as a Managing Director and Joint Managing Director and fixing the resolutionfor the same the necessary resolution proposing has been proposed in the Notice conveningthe said Annual General meeting

Key Managerial Personnel :

The following persons were designated as Key Managerial Personnel:

1) Shri Abhishek Jain Joint Managing Director
2) Shri Parag Jain Managing Director
3) Shri Naresh Gandhi CFO

6. DETAILS OF HOLDING / SUBSIDARY COMPANIES:

The Company didn't had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies atthe start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures. As members are aware The WOS has since been hived off and theinvestments/loans in the WOS have been fully recovered.

7. DEPOSIT:

The Company has not invited any deposit within the meaning of Chapter V and other thanthe exempted deposit as prescribed under the provision of the Companies Act 2013 and therules framed there under as amended from time to time. Hence there are no particulars toreport about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts)Rules 2014.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany`s operation in future.

9. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Rule 8 (3) of Companies (Accounts) Rules 2014 and section 134 of theCompanies Act2013 the Company has effectively taken steps for conversation of resourcesand all effective measures have been taken to save energy.

The Foreign Exchange earned in terms of actual inflows is Rs. 291.15 lacs and theForeign Exchange outgo is Rs. 0.31 lacs during the year.

11. PERSONNEL :

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

12. AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS

As per the provisions of section 139 of the Companies Act 2013 an individual or a firmshould not hold the office of the Auditor for more than 2 terms of five years each. Thetransitional provisions allowed the auditors' firm to continue for a period of threeyears. M/s B. Chhawachharia & Co. Chartered Accountants was in office for the periodallowed under the Companies Act and was now due for rotational vacancy. Hence M/s. VMSS& Associates Chartered Accountants (Firm Registration No.: 328952E) are proposed tobe appointed as the statutory Auditor of the Company for a period of 5 years from theconclusion of the ensuing Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting in place of M/s B. Chhawachharia & Co. Chartered Accountants.

Necessary resolution seeking approval of the members for appointment of new statutoryauditors has been incorporated in the Notice convening the Annual General Meeting formingpart of this Annual Report.

The observations made in their report are dealt with in the notes forming part of theAccounts at appropriate places which are self explanatory.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has in compliance with the provisions of Section304(1) of the Companies Act 2013 and rules made in this behalf appointed M/S. Umesh Ved& Associates Company Secretaries to carry out Secretarial Audit of the Company forthe financial year 2016-17. The Report of the Secretarial Auditor is annexed to thisReport as "Annexure A" which is self explanatory and give completeinformation.

(C) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. R. .K. Agarwal & Associates CharteredAccountant as Internal Auditors of the Company. The Audit Committee of the Board ofDirectors in consultation with the Internal Auditors formulate the scope functioningperiodicity and methodology for conducting the internal audit.

13. EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications or adverse remarks in the Auditor's Report. Explanation onqualification adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation
The dispatch proofs of notice of Annual General Meeting to the shareholders was not made available for inspection during the Audit Period. New Management assures to be vigilant in records keeping.
There are certain instances of lapses in Secretarial Standards issued by the Institute of Company Secretaries of India so the company is requested to follow the same. Secretarial Standards is applicable for the first time due to that unable to comply the some of the requirement of the portions However New Management assures that it will be complied with now onwards.
There are certain instances of lapses in follow of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 so the company is requested to follow the same. New Management of the company assures that it will be complied with now onwards.

14. 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".

15. LISTING OF SHARES:

The shares of the company are listed at BSE Limited and Listing fees of Stock Exchangeis paid for the year 2016 - 2017.

16. DIRECTORS RESPONSIBITLY STATEMENT :

As required under the provisions of Section 134 of the Act your Directors report that:

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

(b) The Directors have 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 profits of the Company for that period.

(c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

(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 have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.

17. CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 regarding Corporate Governance is not applicable to the Company thepaid-up capital of the company being less than Rs.10 crores and net worth less than 25crores the threshold limit as prescribed therein.

18. 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".

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year which may havepotential conflict with the interest of the Company. There are no material related partytransactions which are not in ordinary course of business or which are not on arm's lengthbasis and hence there is no information to be provided as required under Section 134(3)(h)of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.The Board has approved a policy for related party transactions which has been uploaded onthe Company's website. Related Party Transactions Policy is available on the Company`sWebsite. The details of the related party transactions are provided in the notes to theaccounts. Members are requested to refer the same.

20. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes to the Financial Statements for the yearended 31st March 2017.

21. RISK MANAGEMENT POLICY

The Company has a 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. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.

22. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Act and theListing Regulations:

( a ) Mr. Deepak Mehrotra (up to 22nd April 2017)

( b ) Mr. Rajeev Agarwal (up to 22nd April 2017)

( c ) Mr. Mahesh Agarwal (w.e.f. 29th April 2017)

( d ) Mr. Harish Kansal (w.e.f 29th April 2017)

( e ) Mr. Amit Lohia (w.e.f 18th August 2017)

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

23. EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration )Rules 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on31st March 2017 is annexed as "Annexure D" to this Report.

24. NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. During the year Four Board meetings were convened and held.The gap between two consecutive meetings was not more than one hundred and twenty days asprovided in section 173 of the Act. The Details of Which are as under:

Sr. No. Date of Board Meeting Directors Present
1. 30.05.2016 1. Anil Agarwal
2. Renu Agarwal
3. Lalit Chhawchharia
4. Deepak Mehrotra
5. Rajeev Agarwal
2. 09.08.2016 1. Anil Agarwal
2. Renu Agarwal
3. 22.10.2016 1. Anil Agarwal
2. Renu Agarwal
3. Deepak Mehrotra
4. Rajeev Agarwal
4. 21.01.2017 1. Anil Agarwal
2. Renu Agarwal
3. Lalit Chhawchharia
4. Rajeev Agarwal

25. CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.

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

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made there under. During the year under review no complaints werereported.

27. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under Regulation 17(10) ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the performanceevaluation was carried out as under:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board various Committees of Boardand the performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters having regard tovarious criteria such as Board composition Board processes Board dynamics etc. TheIndependent Directors at their separate meetings also evaluated the performance of theBoard as a whole based on various criteria. The Board and the Independent Directors wereof the unanimous view that performance of the Board of Directors as a whole wassatisfactory and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed there under and theSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015

28. AUDIT COMMITTEE:

The company is having an audit committee comprising of the following directors:

Name Position
#Mr. Anil Agarwal Chairman
#Mr. Deepak Mehrotra Member
# Mr. Rajeev agarwal Member
*Mr. Parag Jain Chairman
*Mr. Harish Kansal Member
*Mr. Mahesh Agarwal Member

* Mr. Parag Jain Mr. Harish Kansal and Mr. Mahesh Agarwal were appointed as a Memberof this Committee w.e.f. 28th July 2017.

# Mr. Deepak Mehrotra and Mr. Rajeev Agarwal ceased to be a member of this Committeew.e.f. 22nd April 2017 and Mr. Anil Agarwal ceased to be a Chairman/Member of thisCommittee w.e.f. 28th July 2017.

During the Year under review total Two Audit Committee Meetings were held.

Sr. No. Date of Committee Meeting Members Present
1. 30.05.2016 1. Anil Agarwal
2. Deepak Mehrotra
3. Rajeev Agarwal
2. 22.10.2016 1. Anil Agarwal
2. Deepak Mehrotra
3. Rajeev Agarwal

provisions of Section 177 of the Companies Act 2013 and Regulation 18(1) of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 as amended from time totime. The Statutory Auditor and Internal Auditor usually attend the Meeting of the AuditCommittee.

29. NOMINATION AND REMUNERATION COMMITTEE:

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Position
# Ms. Renu Agarwal Chairman
# Mr. Lalit Chhawchharia Member
# Mr. Deepak Mehrotra Member
* Ms. Punita Jain Chairman
* Mr. Mahesh Agarwal Member
* Mr. Harish Kansal Member

* Ms. Punita Jain Mr. Mahesh Agarwal and Mr. Harish Kansal were appointed as a Memberof this Committee w.e.f. 28th July 2017.

# Mr. Deepak Mehrotra ceased to be a member of this Committee w.e.f. 22nd April 2017Mr. Lalit Chhawchharia ceased to be a member of this Committee w.e.f. 18th August 2017and Mr. Punia Jain ceased to be a Chairman/Member of this Committee w.e.f. 28th July2017.

During the Year under review total One Nomination and Remuneration Committee Meetingswere held.

Sr. No. Date of Committee Meeting Members Present
1. 09.08.2016 1. Renu Agarwal
2. Deepak Mehrotra

The Composition and the Terms of Reference of the Nomination & RemunerationCommittee is as mentioned in the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 as amended from time to time.

30. STAKEHOLDERS RELATIONSHIP COMMITTEE :

The company is having a Stakeholders Relationship Committee comprising of the followingdirectors:

Name Position
# Ms. Renu Agarwal Chairman
# Mr. Lalit Chhawchharia Member
# Mr. Deepak Mehrotra Member
# Mr. Rajeev Agarwal Member
* Ms. Punita Jain Chairman
* Mr. Mahesh Agarwal Member
* Mr. Harish Kansal Member
* Mr. Abhishek Jain Member

* Ms. Punita Jain Mr. Mahesh Agarwal Mr. Abhishek Jain and Mr. Harish Kansal wereappointed as a Member of this Committee w.e.f. 28th July 2017.

# Mr. Deepak Mehrotra and Mr. Rajeev Agarwal ceased to be a member of this Committeew.e.f. 22nd April 2017 Mr. Lalit Chhawchharia ceased to be a member of this Committeew.e.f. 18th August 2017 and Mr. Punia Jain ceased to be a Chairman/Member of thisCommittee w.e.f. 28th July 2017.

During the Year under review total Three Meeting of the Stakeholder RelationshipCommittee was held.

Sr. No. Date of Committee Meeting Members Present
1. 31.05.2016 1. Renu Agarwal
2. Deepak Mehrotra
3. Lalit Chhawchharia
2. 18.07.2016 1. Renu Agarwal
2. Rajeev Agarwal
3. 27.10.2016 1. Renu Agarwal
2. Lalit Chhawchharia
3. Deepak Mehrotra

The Composition and the Terms of Reference of the Stakeholder Relationship Committee isas mentioned in the provisions of Section 177 of the Companies Act 2013 and Regulation 20of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amendedfrom time to time.

31. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.

32. 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 Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction orinformation

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

All the above policies have been displayed on the website of the Company vizwww.wleltd.com

33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:

After closure of the Financial Year 2016-17 there has been change in the control andmanagement of the Company on account of exit of the existing promoters namely Mr. AnilAgarwal Ms. RenuAgarwal and M/s NilgiriMercantiles Private Limited("Sellers")pursuant to a share purchase agreement dated June 01 2017 ("Share PurchaseAgreement").

In terms of the Share Purchase Agreement M/s Jainalco Industries Private Limited("Acquirer") acquired 978515 equity shares representing 32.94% total paid upshare capital of the Companyfrom the Sellers and along with Ms.Anju Jain Mr. Parag JainMr. Abhishek Jain Ms. Punita Jain and Ms. Princy Jain ("PACs") acquiredcontrol over the Company pursuant to which the Acquirer along with PACs came out with anOpen Offer in accordance with regulation 3(1) & 4 of SEBI (Substantial Acquisition ofShares and Takeover) Regulations 2011 vide public announcement dated June 01 2017.Postcompletion of the Open Offer the Acquirer along with PACs holds 1587401 equity sharesrepresenting 53.44% of total paid up share capital of the Company.

34. APPRECIATION:

Your Directors wish to convey their thanks to all the bankers suppliers customersshareholders and other stakeholders for their continued support to the company. We alsoplace on record our appreciation of the contributions of employees at all levels.

Your Directors looks forward for their continued support in the future for theconsistent growth of the company.

Place : Kolkatta FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Date : 27/11/2017 WORLDWIDE LEATHER EXPORTS LTD
ABHISHEK JAIN
CHAIRMAN & JOINT MANAGING DIRECTOR
DIN: 02801441