To the Shareholders,
Your Directors, take pleasure in presenting the 41st Annual Report and the audited financial statements of the Company for the year ended 31st March 2023.
FINANCIAL PERFORMANCE:
The financial performance of the Company for the financial year ended 31st March, 2023 is summarized below:
(Rs. in Lakhs)
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:
During the year your Company has earned total income of Rs. 76.49 lakhs as against total income of Rs.47.26. during corresponding previous year and has earned net profit of Rs 3.44 lakhs against net profit of Rs.11.77 lakhs in corresponding previous year.
There were no change in nature of the business of the Company
DIVIDEND:
In order to conserve the reserves to meet the needs of business operation, the Board of Directors has decided not to recommend any dividend for the financial year.
TRANSFER TO RESERVES:
During the financial year the Company has transferred Rs3.44 Lakhs to the General Reserves maintained by the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
No other material changes and commitment were made between the end of financial year and the date of report, which could affect the financial position of the Company.
SHARE CAPITAL:
During the year under review, there were no changes in the capital structure of the Company. Accordingly, The Authorised Share Capital of the Company as on March 31, 2023 was Rs. 10,00,00,000 divided into 5,00,00,000 Equity Shares of Rs. 2/- each and the paid up Equity Share Capital as at March 31, 2023 stood at Rs.9,42,50,000 comprising of 4,71,25,000 Equity Shares of Rs.2/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on 31st March, 2023 the Company does not have any Subsidiary Company, Joint Venture or Associate Company.
DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:
Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Company's website at the link www.wagendinfra.in.
BOARD OF DIRECTORS
COMPOSITION:
The Board comprises of 5 (Five) Directors, of which 2 (Two) are Independent Directors.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152(6) of the Companies Act, 2013, and provisions of Articles of Association of the Company, Mr. Pratik Jain, (DIN: 03387613) retires by rotation and being eligible, offer himself for reappointment. Your Director's recommend the same at the ensuing Annual General Meeting.
The Board Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 14th August, 2023 approved the appointment of Mr. Bahubali Jain (DIN: 06743099) as a Non-Executive Director of the Company, and recommended his appointment to the members in the 41st Annual General Meeting and he shall be liable to retire by rotation.
INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. Further, the familiarization program for Independent Directors is also available on website of the Company.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non–Independent Director was also carried out by the Independent Directors.
The Board of Directors expressed their satisfaction with the evaluation process.
STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Director's confirm that the Company has complied with applicable secretarial standards.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 4 (Four) times during the financial years on 27th May, 2022; 08th August, 2022; 11th November, 2022; 03rd February, 2023. Additionally, several committees' meetings were held including Audit Committee, which met 4 (four) times during the year.
The names of the Directors and their attendance at Board Meeting / Committee meeting during the year are set out in detail in the Corporate Governance Report, which forms part of the Annual Report.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee constituted is INTERALIA consider and recommends the Board on appointment and remuneration of Director and Key Managerial Personnel and the Company's Nomination and Remuneration Policy is attached as Annexure - A.
FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:
The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of performance of the Board, its Committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Director's was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.
STATUTORY AUDITOR AND AUDIT REPORT:
There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review. M/s. Singhvi & Sancheti, Chartered Accountants, (Firm Registration No. 110286W) the Statutory Auditors of the Company, were appointed at 38th Annual General Meeting until the conclusion of 43rd Annual General Meeting of Company in terms of the provisions of Section 139 of the Companies Act, 2013.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s Jain Rahul & Associates, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2022 – 23. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2022-23 is annexed to this report as Annexure - B.
There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review.
COST RECORD:
The provision of cost audit as per section 148 doesn't applicable on the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business, the size of its operation. The Company has a in-house Internal Audit ("IA") department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls.
During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:
a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;
b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2023 and of the profit of the Company for that period;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;
e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;
f) There are proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Considering the nature of the Business of your Company there are no particulars, which are required to be furnished in this report pertaining to conservation of energy and technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs. Nil.
AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Composition and the functions of the Audit Committee of the Board of Directors of the Company are disclosed in the Report on Corporate Governance, which is forming a part of this report. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy of the Company is attached herewith.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 and the Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee.
The Composition and the functions of the Stakeholders Relationship Committee of the Board of Directors of the Company are disclosed in the Report on Corporate Governance, which is forming a part of this report.
VIGIL MECHANISM:
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. During the year no such instance took place.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria laid down in Section 135 of Companies Act, 2013 and therefore is not required to comply with the requirements mentioned therein.
RISK MANAGEMENT:
The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee's remuneration and such other details are given as Annexure - C.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of regulation 15 (2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified is not applicable during the year 2022-23 as the Company's Paid up Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs.25 Crores as on 31st March 2023.
However, the Board of Directors of the Company has decided to continue to comply with the requirements of Corporate Governance as stipulated under the SEBI (LODR) Regulations and accordingly, the Report on Corporate Governance forms part of the Annual Report as Annexure - D except the Management Discussions and Analysis report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:
Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year there are no such details which are required to be disclosed in terms of provisions of Section 188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form AOC – 2 is not required.
MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:
No material orders were passed by any Judicial Bodies or Regulator against the Company.
IBC CODE & ONE TIME SETTLEMENT:
There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one time settlement of the company with any bank or financial institution.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:
The Company believes in creating an environment for its employees, which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.
ACKNOWLEDGEMENTS:
The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company as also thank the Government, Statutory and Regulatory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.