W W Technology Holdings Limited Mumbai
Your Directors have pleasure in presenting their 36thAnnual Report with the auditedaccounts for the year ended 31st March 2019
1. Financial Results
During the year under review the Company has earned total income of Rs. 4125124/-and earned a profit of Rs. 1347916/- after providing for provision for taxation of Rs.397000/ The Company's financial performance for the year ended March 31 2019 issummarized below:-.
|Particulars ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
|Profit Before Depreciation and Tax ||1347916 ||1942651 |
|Depreciation ||NIL ||NIL |
|Profit before Tax ||1347916 ||1942651 |
|Provision for Tax ||(397000) ||(550000) |
|Deferred Tax ||NIL ||NIL |
|Previous Years Adjustments ||NIL ||(204) |
|Profit After Tax ||950916 ||1392447 |
|Transferred to General Reserve ||NIL ||NIL |
|Surplus in the Statement of P & L Account ||(503994) ||(1454910) |
*Previous year's figures have been regrouped / rearranged wherever necessary
2. Operations of the Company
The overall performance during the year under review has not been quite satisfactorydue to recession in the overall market. The company is deploying its resources in the bestpossible way to increase business volumes and plans to achieve increased turnover in thecurrent year.
Considering the need to conserve resources for future projects your Directors have notrecommended any dividend for the financial year ended 31st March 2019.
4. Share Capital
During the year under review there was no change in the share Capital structure andthe paid up capital of the Company.
5. Public Deposits
The Company has not accepted any fixed deposits from public.
6. Particulars of Loans Guarantees or Investments
Loans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.
7. Particulars of Contracts or arrangements with related parties
All related party transaction entered into during the financial year were on arm'slength basis and were in the ordinary course of the business. There are no materiallysignificant related party transactions made by the company with related parties which mayhave potential conflict with interest of the company at large. The particulars of suchcontract or arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the companies Act 2013 are attached herewith inannexure in Form No. AOC - 2.
All related party transactions are approved by the Audit Committee. Prior omnibusapproval is obtained from the Audit Committee in respect of the transactions which arerepetitive in nature. The transactions entered into pursuant to the omnibus approval sogranted are reviewed on a quarterly basis by the audit committee.
The Policy of Related Party transaction / Disclosures are approved by the Board isposted on the Company's website vizwww.wwtechnology.in
8. Number of meeting of Board of Directors
During the Financial year under review the Company had 4 Board Meetings on 28.05.201810.08.2018 14.11.2018 and 08.02.2019 accordance with the provisions of the Companies Act2013 and rules made thereunder and all Directors have attended all meetings during theyear under review. Additionally during the financial year ended March 31 2019 be theIndependent Directors held a separate meeting on 23.03.2019 in compliance with therequirements of Schedule IV of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Mr. Anil Kishorilal PatodiaMr. Sachchidanand Rajaram Adam and Mr. Naveen Kumar Dangayach have attended theIndependent Directors meeting. The gap intervening between two meetings of the board is asprescribed in the Companies Act 2013.
Additionally during the financial year ended March 31 2019 the Independent Directorsheld a separate meeting on 23.03.2019 in compliance with the requirements of Schedule IVof the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. All the Three Independent Directors have attended the meeting.
9. Directors and Key Managerial Personnel
Pursuant to Section 152 of the Companies Act 2013 Mr. Paresh Mulji Kariya (Din:00215937) Director of the Company retire by rotation and being eligible offers himselffor re-appointment at the ensuing Annual General Meeting.
10. Declaration of Independent Directors:
The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria for independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
11. Directors' Responsibility Statement
In compliance with Section 134(5) of the Companies Act 2013 the Board of Directorshereby confirms the following:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profitand loss of the Company for the year ended March 31 2019
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively
f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
12. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Committees.
In line with effective governance requirements the Board reviews its own performanceannually using a pre-determined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole itsCommittees and also the evaluation of Individual Directors.
While the individual directors' performance was reviewed by the Chairman and the restof the Board excluding the Director being evaluated the Chairman's and Non-independentDirectors performance was appraised through feedback from Independent Directors.
13. Policy relating to remuneration of Directors Key Managerial Personnel and otherEmployees
In terms of the provisions of section 178 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company dulyconstituted a Nomination and Remuneration (N&R) Committee comprising of the followingmembers: Mr. Anil Kishorilala Patodia - Chairman Mr. Sachchidanand Rajaram Adam Mr.Naveen Kumar Dangayach The Nomination and Remuneration Committee identified persons whoare qualified to become Directors and who may be appointed in Senior Management inaccordance with the laid down criteria recommend to the Board their appointment andrenewal and shall carry out evaluation of every Director's performance. The Committeeformulates criteria for determining qualifications positive attributes and independenceof a Director and recommends to the Board a policy relating to the remuneration for thedirectors key managerial personnel and other employees.
The Remuneration policy reflects the Company's objectives for good corporate governanceas well as sustained and long-term value creation for stakeholders'. The Policy will alsohelp the Company to attain optimal Board diversity and create a basis for successionplanning. In addition it is intended to ensure that - a) the Company is able to attractdevelop and retain high-performing and motivated Executives in a competitive internationalmarket; b)the Executives are offered a competitive and market aligned remunerationpackage with fixed salaries being a significant remuneration component as permissibleunder the Applicable Law; c) remuneration of the Executives are aligned with the Company'sbusiness strategies values key priorities and goals. The Remuneration Policy is annexedto this Report as Annexure I and forms part of this Report.
During the year the Committee met for One times in the year on 14.11.2018. Allcommittee members have attended all the meetings during the year under review.
14. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014. Apraj & Associates Chartered Accountants theStatutory Auditors of the Company hold office upto the conclusion of the Thirty Nine(39th) Annual General Meeting. However their appointment as Statutory Auditors of theCompany is subject to ratification by the Members at every Annual General Meeting. TheCompany has received a certificate from the above Auditors to the effect that if theirappointment is ratified it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
15. Auditors Report
The Auditors Report to the Members on the Accounts of the Company for the financialyear ended March 31 2019 does not contain any qualifications reservations or adverseremarks.
16. Details of Fraud Reported By Auditors
There were no frauds which are reported to have been committed by employees or officersof the Company. The statutory auditors of the Company have vide their report of even dateconfirmed that no fraud by the Company and no material fraud on the Company has beennoticed or reported during the year.
18. Secretarial Auditors
Mr. Ruchil Gandhi of M/s. Ruchil Gandhi & Associates Company Secretaries wasappointed to conduct the secretarial audit of the Company for FY 2018-19 as requiredunder section 204 of the Companies Act 2013 and rules thereunder. The secretarial auditreport for FY 2018-19 forms the part of the annual report as Annexure II of the Board'sreport.
The Secretarial Audit Report does not contain any material qualification reservationor adverse remark.
18. Audit Committee
As on 31.03.2019 the Company has an Audit Committee comprising of the following threeNonExecutive and Independent Directors:
Mr. Anil Kishorilala Patodia - Chairman
Mr. Sachchidanand Rajaram Adam* - Member
Mr. Naveen Kumar Dangayach - Member
During the year under review the Board has accepted all the recommendation of theAudit Committee. During the year the Committee met for 4 times in the year on 28.05.201810.08.2018 14.11.2018 and 08.02.2019. All committee members have attended all themeetings during the year under review
*The Member of the Committee Mr. Damodar Shashtri is a Non-Executive IndependentDirector had been resigned w.e.f.14.11.2018.and Mr. Sachchidanand Rajaram Adam wasappointment the as Additional Independent Director w.e.f 14.11.2018.
19. Internal Financial Control
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. Further Directors are personally overview theadequacy of internal controls.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
20. Vigil Mechanism for Directors and Employee
In Compliance with the provisions of Section 179(9) of the Companies Act 2013 readwith Regulation 22 of the erstwhile SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of the Company has adopted a Whistle BlowerPolicy as a vigil mechanism for directors and employees of the Company. The Whistle BlowerPolicy is disclosed on the Company's website www.wwtechnology.in
21. Risk Management Framework
Pursuant to SEBI Listing Regulations the Company has prepared Risk ManagementFramework for identifying and evaluating various major business risks faced by theCompany. Risk Management Framework aims to lay down the procedure for risk assessment andrisk minimization. Risk Management Frameworkis prepared to ensure internal controls andeffectively respond to any changes in the business environment so as to achieve highdegree of business performance limit any negative impaction its working and avail ofbenefits arising out of any business opportunities.
The audit committee has additional oversight in the area of financial risks andcontrols.
22. Familiarization Programme for Independent Directors
Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Schedule IV of the Companies Act 2013 mandates the Company to familiarize theIndependent Directors with the Company by conducting training programmes. During the yearthe Board members were regularly apprised with the overview of the Company and itsoperations by the Senior Management team. Additionally the Board Members are providedwith all necessary documents/ reports and internal policies to enable them to familiarisewith the Company's procedures and practices and keep themselves abreast of the latestcorporate regulatory and industry developments.
23. Material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report
No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand date of this report.
24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by any Regulator or Court orTribunal which would impact the going concern status and the company's operation infuture.
25. Subsidiaries Joint Ventures and Associate Companies The Company does not have anySubsidiary or Joint Venture.
26. Change in the Nature of Business
There has been no change in the nature of Business during the year under review.
27. Particulars of Employees
Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be nil as there are no employees who arein receipt of remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employee's remuneration andother details in terms of Sub - Section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Report as Annexure III.
28. Annual Return
An extract of the Annual return has been annexed as Annexure IV to the Board Report incompliance with section 92 of the Companies Act 2013 read with applicable Rules madethereunder.
29. Transfer of Unclaimed Dividend to Investor Education and Protection fund
Pursuant to the provisions of section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a periods of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company to InvestorsEducation and Protection Fund established by the central government under the provisionsof section 125 of the Companies Act 2013.
30. Reports on Corporate Governance and Management Discussion and Analysis
As per the regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Regulation 27 (2) (a) is not applicable to the listed entity havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous hence the Regulation 27 (2)(a) is not applicable to W W Technology Holdings Ltd.
31. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
|(A) Conservation of energy: (i) ||Steps taken or impact on conservation of energy ||Regular efforts are made to conserve the energy at all levels. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power Installed Thin Film Transistor (TFT) monitors that saves power LED Lights Creating environmental awareness by way of distributing the information in electronic form Minimizing air-conditioning usage Shutting off all the lights when not in use etc |
|(ii) ||Steps taken by the company for utilizing alternate sources of energy ||The Company is into Service Industry and hence except Electricity the Company is not required to use any other alternate source of energy. |
|(iii) ||Capital Investment on energy conservation equipments; ||NIL |
(B) Technology absorption:
The activities and business of the Company are such that it does not involve use ofultra modern technologies and hence the disclosure under Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is notapplicable to the Company.
(C) Foreign Exchange Earning and Outgo:
During the year under review Company did not earn any foreign exchange and there is noforeign exchange outgo.
32. Disclosure as per the sexual harassment of women at workplace (PreventionProhibition and redressal) act 2013
The Company has in place a prevention of Sexual Harassment Policy in line with therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
There were no Complaints received and disposed off during the financial year 2018-19.
33. Information under Regulation 34 (3) read with Schedule V of Securities And ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015:
There are no shares in the demat suspense account or unclaimed suspense account.
Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers Regulatory and Government authorities Stock Exchanges andbusiness associates for their cooperation encouragement and continued support extended tothe Company. Your Directors also wish to place on record their appreciation to theAssociates for their continuing support and unstinting efforts in ensuring an excellentall round operational performance at all levels.
|For and on behalf of the Board of Directors || |
| ||Paresh Kariya |
| ||Chairman & Director |
|Mumbai || |
|13th August 2019 || |