To
The Members, CWD Limited
101, 1st Floor, Plot No. 439, Hasham Premji Building, Kalbadevi Road,
Mumbai, Maharashtra, 400002, India
Your Directors have immense pleasure in presenting the 9th
(Ninth) Annual Report on the business and operations of the Company together with the
Audited Standalone and Consolidated Financial Statements for the financial year ended
March 31, 2025.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of consolidated and standalone financial highlights for the
financial year ended March 31,2025 and the previous financial year ended March 31, 2024 is
given below: ( in lakhs)
Particulars |
Consolidated |
Standalone |
|
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
| Revenue from |
3381.93 |
2125.79 |
3381.93 |
2125.79 |
| Operations |
|
|
|
|
| Less: Expenditure |
2867.72 |
1857.94 |
2867.49 |
1857.94 |
Profit before |
514.21 |
267.85 |
514.44 |
267.85 |
Depreciation |
|
|
|
|
| Less: Depreciation |
169.48 |
108.02 |
169.48 |
108.02 |
Profit before Tax |
344.73 |
159.83 |
344.96 |
159.83 |
| Tax Expenses: |
|
|
|
|
| Current Tax |
(275.74) |
(50.60) |
(275.74) |
(50.60) |
| Deferred Tax |
181.82 |
4.07 |
181.82 |
4.07 |
| Earlier years |
|
|
|
|
| MAT credit |
|
|
|
|
| entitlement |
|
|
|
|
Profit after Tax |
250.81 |
113.30 |
251.04 |
113.30 |
2. STATE OF AFFAIRS/ REVIEW OF OPERATIONS Standalone
The Total Income of the Company stood at 3381.93 Lakhs for the year
ended March 31, 2025 as against 2125.79 Lakhs in the previous year. The Company made a net
profit (after tax) of 251.04 Lakhs for the year ended March 31, 2025 as compared to the
113.30 Lakhs in the previous year.
Consolidated
The Total Income of the Company stood at 3381.93 Lakhs for the year
ended March 31, 2025 as against 2125.79 Lakhs in the previous year. The Company made a net
profit (after tax) of 250.81
Lakhs for the year ended March 31, 2025 as compared to the 113.30 Lakhs
in the previous year
3. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve. However,
the Company has retained the current year profit in the accumulated Profit and Loss
account.
4. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report.
5. DIVIDEND
In order to conserve the resources for future growth of the Company,
the Board of Directors has not declared any dividend for the year ended March 31, 2025.
6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR
EDUCATION ANDPROTECTION FUND
In accordance with the provisions of Sections 124, 125 and other
applicable provisions, if any, of the Act, read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules")
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), the amount of dividend remaining unclaimed or unpaid for a period of seven years
from the date of transfer to the Unpaid Dividend Account is required to be transferred to
the Investor Education and Protection Fund ("IEPF") maintained by the
Central
Government. Further, according to the IEPF Rules, the shares in respect
of which dividend has not been paid or claimed by the Shareholders for 7 (Seven)
consecutive years or more are also required to be transferred to the demat account created
by the IEPF Authority.
Your Company does not have any unpaid and unclaimed dividend or shares
relating thereto which is required to be transferred to the IEPF till the date of this
Report.
7. SHARE CAPITAL
Authorized Share Capital
The authorized share capital of the Company as at March 31, 2025 was 10,00,00,000
(Rupees Ten
Crore only) consisting of 1,00,00,000 (One Crore) equity shares of 10
(Rupees Ten) each.
Paid Up Share Capital
The paid-up Equity Share Capital as on March 31, 2025 was 3,79,73,000
(Rupees Three Crore Seventy-Nine Lakhs Seventy-Three Thousand Only) divided into 37,97,300
(Thirty-Seven Lakhs Ninety-Seven Thousand Three Hundred only) equity shares of 10 (Rupees
Ten) each. During the year under review, the Company has not issued any equity shares with
or without differential voting rights.
Changes in Share Capital
The Company altered the capital clause of its Memorandum of Association
for increasing its Authorised Share Capital. Further the Authorized Share Capital of the
Company was increased from existing Rs. 5,00,00,000/- (Rupees Five Crores Only) divided
into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) to
Rs.10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore)
Equity Shares of Rs. 10/- (Rupees Ten Only) by creation of additional
50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequential
Alteration in the Capital Clause of the Memorandum of Association dated March 05,2025.
The Company made allotment on February 19, 2025, 1,85,900 equity shares
on conversion of warrants at Rs. 747/- each to "Non-Promoters Category", on
preferential basis, upon receipt of balance amount aggregating to Rs. 10,41,50,475/-
resulting an increase in paid-up equity capital of the Company from Rs. 3,61,14,000/-
(36,11,400) Equity Shares to Rs. 3,79,73,000/- (37,97,300) Equity Shares.
8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the
Company, as required under the Listing Regulations is provided in a separate section and
forms an integral part of this Report.
9. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company. 10.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES Subsidiaries
As on March 31, 2025, your Company has 4 Subsidiaries (CWD HK Limited,
CWD Manufacturing Private Limited, SDG Global Private Limited, CWD Digital Platforms
Private Limited). There are no associate companies or joint venture companies within the
meaning of Section 2(6) of the Act.
During the year under review, there has been no change in the
subsidiary companies of the Company.
Associate and Joint Venture Companies
As on March 31, 2025, the Company does not have any associate and joint
venture companies.
11. DISCLOSURES BY DIRECTORS
The Board of Directors has submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)
and declarations as to compliance with the Code of Conduct of the Company.
12. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the financial
year 2025 are prepared in compliance with the applicable provisions of the Act. The
audited Consolidated Financial Statements together with the Auditors' Report thereon
form part of the Annual Report. Pursuant to Section 129(3) of the Act, a statement
containing salient features of the Financial Statements of each of the subsidiaries,
associates and joint venture in the prescribed Form AOC-1 forms part of the Annual
Report as
Annexure 1.
13. ANNUAL RETURN
The Annual Return of the Company in Form MGT-7 as provided under
Section 92 of the Act is available on the website of the Company at www.cwdin.com
14. NUMBER OF MEETING OF THE BOARD
The Board meetings are pre-scheduled well in advance to help
Director's to plan their schedules and ensure meaningful participation. However, if
the need arises in case of special and urgent business, the
Board's approval is obtained by passing resolutions through
circulation, as permitted by law, which are confirmed in the subsequent Board meeting.
The Board met Seven (7) times during the year under review. The Company
has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings.
15. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions
of Section 135 of the Act and rules framed there under. Therefore, the provisions of
Corporate Social Responsibility are not applicable to the Company.
16. AUDITORS Statutory Auditor
M/s D G M S & CO., Chartered Accountants (Firm Registration Number:
109823W) were appointed as Statutory Auditor of the Company for a period of five
consecutive years at the Annual General Meeting of the Members held on September 29, 2022
on a remuneration mutually agreed upon by the Board of Directors and the Statutory
Auditor. They have confirmed to the Company that they are not disqualified from continuing
to act as the Statutory Auditor of the Company.
The Statutory Auditors' Report forms part of the Annual Report.
There is no audit qualification, reservation or adverse remark for the year under review.
There was no instance of fraud during the year under review, which
required the Statutory Auditor to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed there under.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made
there under, the Company has appointed Dhrumil M. Shah & Co. LLP, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report forms an integral part of this Report as Annexure 2.
There are qualifications, reservations or adverse remarks made by the
Secretarial Auditor in his report which is stated below:
SECRETARIAL AUDITOR'S REMARKS |
MANAGEMENT COMMENT |
In accordance with Regulation 6 of the |
The management regrets the
non-compliance with |
Securities and Exchange Board of India |
Regulation 6 of the SEBI
(Listing Obligations and |
(Listing Obligations and Disclosure |
Disclosure Requirements)
Regulations, 2015, |
Requirements) Regulations, 2015, the |
regarding the appointment of
a qualified Company |
Company was required to appoint a |
Secretary as Compliance
Officer within the stipulated |
Qualified Company Secretary as the |
period. To rectify the
situation, the management took |
compliance officer within three months of |
immediate action and
appointed Mrs. Pratima Bajaj |
the vacancy. However, the Company has not |
as Company Secretary and
Compliance Officer, |
been able to appoint a Qualified Company |
effective January 31, 2025,
in accordance with SEBI |
Secretary as the compliance
officer within |
LODR. The company will also |
review its internal |
the stipulated timeframe. |
processes to |
ensure |
timely |
compliance |
with |
|
regulatory requirements,
preventing similar instances |
|
in the future. |
|
|
|
|
Cost Auditor
During the financial year 2024-25, maintenance of cost records and the
requirement of cost audit, as prescribed under the provisions of Section 148 of the Act
and Rules made there under, were not applicable to the Company.
17. DIRECTORS OR KEY MANAGERIAL PERSONNEL
Directorate
Re-Appointment
Mr. Tejas Kothari
In accordance with the provisions of Section 152 of the Act, Mr. Tejas
Kothari, (DIN: 01308288) Director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible offers herself for re-appointment.
The Board recommends his re-appointment for the consideration of the
Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Tejas
Kothari has been given in the Notice convening the Annual General Meeting.
Mr. Siddharta Xavier
In accordance with the provisions of Section 152 of the Act, Mr. Mr.
Siddharta Xavier (DIN: 03166884) Director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible offers herself for
re-appointment.
The Board recommends his re-appointment for the consideration of the
Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr.
Siddharta Xavier has been given in the Notice convening the Annual General Meeting
Key Managerial Personnel (‘KMP')
A. ADITYA XAVIER SODAGUDI B. TEJAS RAMNIKLAL KOTHARI
C. PRATIMA SHRIKANT BAJAJ
Independent Directors
All Independent Directors of the Company have given declarations that
they meet the conditions of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the
Board, the Independent Directors fulfill the said conditions of independence. The
Independent Directors have also confirmed that they have complied with the
Company's Code of Business Conduct & Ethics. In terms of
requirements of the Listing Regulations, the
Board has identified core skills, expertise and competencies of the
Directors in the context of the
Company's businesses for effective functioning.
Further, in terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company have confirmed that they have registered themselves
with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors are independent
of the management; possess the requisite integrity, experience, expertise, proficiency,
and qualifications.
During the year under review, the Independent Directors of the Company
had no pecuniary relationship or transactions with the Company, other than sitting fees,
and reimbursement of expenses, if any.
18. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted
to the Board go through a structured orientation programmed. Presentations are made by
Senior Management giving an overview of the operations, to familiarize the new Directors
with the Company's business operations. The Directors are given an orientation on the
products of the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk management
strategy of the Company.
19. BOARD'S PERFORMANCE EVALUATION
In compliance with the Act and Listing Regulations, the Board of
Directors carried out an annual evaluation of the Board itself, its Committees and
individual Directors. The entire Board carried out performance evaluation of each
Independent Director excluding the Independent Director being evaluated.
The evaluation was done after taking into consideration inputs received
from the Directors, setting out parameters of evaluation. Evaluation parameters of the
Board and Committees were mainly based on Disclosure of Information, Key functions of the
Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation
parameters of Individual Directors including the Chairman of the Board and Independent
Directors were based on Knowledge to Perform the Role, Time and Level of Participation,
Performance of Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the
performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.
20. COMMITTEES OF THE BOARD
Audit Committee
The Audit processes, reviewing the Company's established systems
and processes for internal financial controls, Committee of the Company is constituted as
per Section 177 of the Act. The Audit Committee acts as a link between the Statutory
Auditors, Internal Auditors and the Board of Directors. Its purpose, amongst others, is to
assist the Board in fulfilling its oversight responsibilities of monitoring financial
reporting governance and reviewing the Company's statutory, internal audit activities
and related party transactions.
Composition, Meetings and Attendance
Sr. |
Name of Members |
Category |
Position in the |
No. of Meetings |
No. |
|
|
Committee |
attended during |
|
|
|
|
the year 2024-25 |
| 1 |
Mr. Parvin Kharwa |
Independent Director |
Chairman |
03 out of 03 |
| 2 |
|
Jt. Managing Director & |
Member |
03 out of 03 |
|
Mr. Tejas Kothar |
CFO |
|
|
| 3 |
Ms. Himani Bhootra |
Director |
Member |
03 out of 03 |
Terms of Reference
Financial Reporting and Related Processes:
• Oversight of the Company's financial reporting process and
financial information submitted to the Stock Exchanges, regulatory authorities or the
public.
• Reviewing with the Management, the Half Yearly Unaudited
Financial Statements and the Auditor's Limited Review Report thereon / Audited Annual
Financial Statements and Auditors' Report thereon before submission to the Board for
approval. This would, inter alia, include reviewing changes in the accounting policies and
reasons for the same, major accounting estimates based on exercise of judgment by the
Management, significant adjustments made in the Financial Statements and / or
recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and
operational performance.
Discuss with the Statutory Auditors its judgment about the quality and
appropriateness of the Company's accounting principles with reference to the Indian
Accounting Standard (IND-AS).
Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification
for appointment on the Committee and possess sound knowledge of finance, accounting
practices and internal controls.
Nomination and Remuneration Committee
In compliance with Section 178 of the Act, the Board has constituted
the Nomination and Remuneration Committee.
Composition, Meetings and Attendance
Sr. |
Name of Members |
Category |
Position in the |
No. of Meetings |
No. |
|
|
Committee |
attended during |
|
|
|
|
the year 2024-25 |
| 1 |
|
|
Chairman |
03 out of 03 |
|
Mr. Pravin Kharwa |
Independent Director |
|
|
| 2 |
Ms. Himani Bhootra |
Director |
Member |
03 out of 03 |
| 3 |
Mrs. Amishi Kothari |
Non-Executive Director |
Member |
03 out of 03 |
Terms of Reference
The terms of reference of the Committee inter alia, include the
following:
Succession planning of the Board of Directors and Senior Management
Employees;
Identifying and selection of candidates for appointment as Directors /
Independent Directors based oncertain laid down criteria;
Identifying potential individuals for appointment as Key Managerial
Personnel and to other Senior Management positions;
Formulate and review from time to time the policy for selection and
appointment of Directors, KeyManagerial Personnel and senior management employees and
their remuneration;
Review the performance of the Board of Directors and Senior Management
Employees based on certaincriteria as approved by the Board.
The Company has formulated a Remuneration Policy and the same can be
accessed at https://www.cwdin.com/pdf/CorporatePolicies/Remuneration%20Policy.pdf
Stakeholders Relationship Committee
In compliance with the provisions of Section 178 of the Act, the Board
has constituted the Stakeholders' Relationship Committee. The Stakeholders'
Relationship Committee (‘SRC') considers and resolves the grievances of
shareholders, and other security holders, including complaints relating to non-receipt of
annual report, transfer and transmission of securities, non-receipt of dividends/interests
and such other grievances as may be raised by the security holders from time to time.
Composition, Meetings and Attendance
Sr. |
Name of Members |
Category |
Position in the |
No. of Meetings |
No. |
|
|
Committee |
attended during |
|
|
|
|
the year 2024-25 |
| 1 |
Mrs. Amishi Kothari |
Non-Executive Director |
Chairman |
01 out of 01 |
| 2 |
Mr. Aditya Xavier |
Whole-Time Director |
Member |
01 out of 01 |
| 3 |
Ms. Himani Bhootra |
Director |
Member |
01 out of 01 |
Terms of Reference
The terms of reference of the Committee are:
• Transfer/Transmission of shares/debentures and such other
securities as may be issued by the Company from time to time;
• Issue of duplicate share certificates for shares/debentures and
other securities reported lost, defaced or destroyed, as per the laid down procedure;
• Issue new certificates against subdivision of shares, renewal,
split or consolidation of share certificates /certificates relating to other securities;
• Issue and allot right shares / bonus shares pursuant to a Rights
Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
• To grant Employee Stock Options pursuant to approved
Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options
exercised;
• To issue and allot debentures, bonds and other securities,
subject to such approvals as may be required;
To approve and monitor dematerialization of shares / debentures / other
securities and all matters incidental or related thereto;
To authorize the Company Secretary and Head Compliance / other Officers
of the Share Department to attend to matters relating to non-receipt of annual reports,
notices, non-receipt of declared dividend / interest, change of address for correspondence
etc. and to monitor action taken;
• Monitoring expeditious redressal of investors /
stakeholder's grievances; all other matters incidental or related to shares,
debenture.
During the year, no complaints were received from shareholders. There
are no balance complaints.
The Company had no share transfers pending as on March 31, 2025.
Mr. Tejas Kothari is the Compliance Officer.
21. DEPOSITS
The Company has not invited/ accepted any deposits from the public
during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on
March 31, 2025.
Details of Deposits not in compliance with the requirements of the Act
Since the Company has not accepted any deposits during the financial
year ended on March 31, 2025, there has been no non-compliance with the requirements of
the Act.
22. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178
The Company has in place a policy for remuneration of Directors and KMP
as well as a well-defined criterion for the selection of candidates for appointment to the
said positions, which has been approved by the Board. The Policy broadly lays down the
guiding principles, philosophy and the basis for payment of remuneration to the Executive
and Non-Executive Directors (by way of sitting fees and commission) and KMP.
The criteria for the selection of candidates for the above positions
cover various factors and attributes, which are considered by the Nomination &
Remuneration Committee and the Board of Directors while selecting candidates. The policy
on remuneration of Directors and KMP is available at the website of the Company and can be
accessed at www.cwdin.com
The Board of Directors of the Company also formulated and adopted the
policy on the ‘Diversity of the Board'. The details of the same are available at
the website of the Company and can be accessed at www.cwdin.com 23. CORPORATE
GOVERNANCE
8In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 exempts companies which have listed their specified securities on SME
Exchange from compliance with corporate governance provisions.
24. RISK ASSESSMENT AND MANAGEMENT
Your Company has a Risk Management Policy to identify, evaluate risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage. This
framework is intended to assist in decision making process that will minimize potential
losses, improve the management in the phase of uncertainty and the approach to new
opportunities, thereby helping the Company to achieve its objectives.
Your Company has been on a continuous basis reviewing and streamlining
its various operational and business risks involved in its business as part of its risk
management policy. Your Company also takes all efforts to train its employees from time to
time to handle and minimize these risks.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
To oversee and review the Vigil Mechanism/ Whistle-Blower function
established by the Company to report the genuine concerns against the suspected or
confirmed fraudulent activities, allegations of corruption, violation of the
Company's Code of Conduct. The Company will provide adequate safeguards against
victimization of persons who use this mechanism. Such persons shall have direct access to
the Chairman of the Audit Committee when appropriate. During the year under review, no
complaints were received under the Whistle Blower Policy. The Whistle Blower Policy has
been posted on the website of the Company at www.cwdin.com
26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are given in the Notes to the Financial Statements.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, forms an integral part
of this Report as Annexure 3.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (C) of the Companies
Act, 2013 with respect to
Directors' Responsibility Statement, it is hereby confirmed that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures; b) The directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company as at March 31, 2025 and of the profit and loss of the company for that
period; c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets 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; e) The directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and f) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the
nature of its business, and the size and complexity of its operations and such internal
financial controls concerning the Financial Statements are adequate.
Further, Statutory Auditors in its report expressed an unmodified
opinion on the adequacy and operating effectiveness of the Company's internal
financial controls.
30. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is available on the website of the Company at www.cwdin.com
There was no employee in the Company who drew remuneration as per the
limits specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules,
2014.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Board of Directors has adopted a policy on related party
transactions. As per the Policy on related party transactions, all transactions with
related parties were reviewed and approved by the Audit Committee. A statement giving
details of all related party transactions entered pursuant to omnibus approval so granted
is placed before the Audit Committee on a half yearly basis for its review. The Policy on
Related Party Transactions is available on the website of the company at www.cwdin.com
The objective of the policy is to ensure proper approval, disclosure
and reporting of transactions that are or may be executed by and between the Company and
any of its related parties. All the transactions/contracts/arrangements, falling within
the purview of provisions of section 188 of the Act, entered by the Company with related
parties during the year under review are in ordinary course of business and an arm's
length has been maintained in the transaction. The Company has not entered into any new
material contract or arrangement with related parties during the year under review.
Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of
Section 188 and 134 of the Act, read with Rule 8 of the Companies (Accounts) Rule, 2014.
32. SECRETARIAL STANDARDS
During the year under review, your Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
33. LISTING STOCK EXCHANGES
The Company's Equity shares are listed on BSE SME Platform (Scrip
Code: 543378) and the Listing Fees has been paid to them up to date.
34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment in
line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
The Company has also set up Internal Complaints Committee(s)
(‘ICCs') for each workplace, which is in compliance with the requirements of the
POSH Act, to redress the complaints received regarding sexual harassment, which has
formalized a free and fair enquiry process with a clear timeline.
| Number of complaints received during FY25 |
NIL |
| Number of complaints resolved as on March 31,
2025 |
NIL |
| Number of complaints not resolved as on March
31, 2025 |
NIL |
| Number of pending complaints as at March 31,
2025 |
NIL |
The Internal Committee of the Company has also filed an Annual Return
for the calendar year 2024 at its jurisdictional office, as required under Section 21(1)
of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Rules, 2013.
All employees in the organization are being made to attend the POSH
awareness sessions, which also cover gender sensitization. No pending complaints to be
resolved for the financial year under review.
35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There have been material changes and commitments, which affect the
financial position of the Company, that have occurred between the end of the financial
year:
The Company altered the capital clause of its Memorandum of Association
for increasing its Authorised Share Capital. Further the Authorized Share Capital of the
Company was increased from existing Rs. 5,00,00,000/- (Rupees Five Crores Only) divided
into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) to
Rs.10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity
Shares of Rs. 10/- (Rupees Ten Only) by creation of additional 50,00,000 (Fifty Lakh)
Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequential Alteration in the
Capital Clause of the Memorandum of Association dated March 05,2025.
The Company made allotment on February 19, 2025, 1,85,900 equity shares
on conversion of warrants at Rs. 747/- each to "Non-Promoters Category", on
preferential basis, upon receipt of balance amount aggregating to Rs. 10,41,50,475/-
resulting an increase in paid-up equity capital of the Company from Rs. 3,61,14,000/-
(36,11,400) Equity Shares to Rs. 3,79,73,000/- (37,97,300 )Equity Shares .
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the Financial Year 2024-25, there was no application made and
proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any
Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding
pending against your company under the Insolvency and Bankruptcy Code, 2016.
38. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF
TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the Financial Year 2024-25, the Company has not made any onetime
settlement with any Bank or Financial Institutions.
40. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as of March 31,
2025
Male Employees: 38 Female Employees: 11 Transgender Employees:0
This disclosure reinforces the Company's efforts to promote an
inclusive workplace culture and equal opportunity for all individuals, regardless of
gender.
39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required by
Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), is not applicable to the Company.
40. OTHER DISCLOSURE
During the Financial Year under review: a) The Company has not
issued Equity Shares with differential rights as to dividend, voting or otherwise,
pursuant to the provisions of Section 43 of the Act and Rules made thereunder. b) The
Company has not issued any Sweat Equity Shares to its Directors or employees. c) No
Director of the Company is in receipt of any remuneration or commission from its
subsidiaries. d) There was no revision of financial statements e) The Company has not made
any provisions of money or has not provided any loan to the employees of the Company for
purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and
Rules made thereunder. f) The Company's securities were not suspended.
41. CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion
and Analysis describing the Company's objectives, expectations or predictions, may be
forward looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Company's operations include: global and domestic demand and
supply conditions, and other business policies, changes in government regulations and tax
laws, overall economic growth rate etc., economic developments within India and the
countries within which the Company conducts business etc.
42. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11
OF THE COMPANIES ACT 2013.
The Company has used accounting software for maintaining its books of
account for the financial year ended March 31, 2025, which has a feature of recording
audit trail (edit log) facility, and the same has operated throughout the year for all
relevant transactions recorded in the software. As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is applicable for the financial year ended
March 31, 2025.
43. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION)
RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.
In accordance with Rule 9 of the Appointment of Designated Person
(Management and Administration) Rules 2014, it is essential for the company to designate a
responsible individual for ensuring compliance with statutory obligations.
The company has proposed and appointed a Designated person in a Board
meeting, and the same has been reported in the Annual Return of the company.
44. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 & Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
below.
• The median remuneration of employees of the Company during the
financial year is Rs. 4,14,858
Percentage increase/decrease in the median remuneration of employees in
the financial year 2024-25: 45.23% Increase
Number of permanent employees on the rolls of the Company as on March
31, 2025: 49 (Forty-Nine)
It is hereby affirmed that the remuneration paid during the year is as
per the Remuneration policy of the Company: Yes
There is no employee covered under the provisions of section 197(14) of
the Companies Act, 2013.
There was no employee in the Company who drew remuneration of Rs.
1,00,00,000/ - per annum during the period under review. Hence, the Company is not
required to disclose any information as per Rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014.
45. ACKNOWLEDGEMENTS
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the Company. The Board of
Directors would also like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government and regulatory
authorities, stock exchanges, customers, vendors, members, debenture holders and debenture
trustee during the year under review.
Annexure 1 Form AOC- 1 (Pursuant to first proviso to sub-section
(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2O14)
Statement containing salient features of the financial statement of
Subsidiaries or associate companies or Joint ventures
Part A Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in Rs.)
Sr.no |
Name of the |
|
CWD |
SDG Global |
CWD HK |
CWD Digital |
|
subsidiary |
|
Manufacturing |
Private Limited |
Limited |
Platforms |
|
|
|
Private |
|
(Formerly |
Private Limited |
|
|
|
Limited |
|
known as CWD |
|
|
|
|
|
|
Innovation HK |
|
|
|
|
|
|
Ltd) |
|
| 1. |
The date since when |
10-01-2020 |
30-09-2021 |
07-05-2019 |
01-04-2024 |
|
subsidiary |
was |
|
|
|
|
|
acquired |
|
|
|
|
|
| 2. |
Reporting period for |
Same as |
Same as |
Same as |
Same as |
|
the subsidiary |
Holding |
Holding |
Holding |
Holding |
|
concerned, |
if |
|
|
|
|
|
|
|
Company |
Company |
Company |
Company |
|
different from |
the |
|
|
|
|
|
holding Company's |
|
|
|
|
|
reporting period |
|
|
|
|
|
| 3. |
Reporting currency |
Indian Rupees |
Indian Rupees |
Exchange rate 1 |
Indian Rupees |
|
and Exchange |
rate |
|
|
HKD=0.1285 |
|
|
as on the last date of |
|
|
USD |
|
|
the relevant |
|
|
|
|
|
Financial year in the |
|
|
|
|
|
case of foreign |
|
|
|
|
|
subsidiaries |
|
|
|
|
|
| 4. |
Share capital |
|
100 |
100 |
1.275 |
100 |
| 5. |
Reserves and |
|
1770 |
-136 |
0 |
-7.5 |
|
surplus |
|
|
|
|
|
| 6. |
Total assets |
|
1938 |
14 |
115.81 |
100 |
| 7. |
Total Liabilities |
|
|
|
|
|
|
|
|
67.5 |
49 |
17.93 |
7.5 |
| 8. |
Investments |
|
|
|
|
0 |
| 9. |
Turnover |
|
|
|
|
|
| 10. |
Profit before |
|
829 |
-30 |
|
-7.5 |
|
taxation |
|
|
|
|
|
| 11. |
Provision for |
|
0 |
0 |
0 |
0 |
|
taxation |
|
|
|
|
|
| 12. |
Profit after taxation |
829 |
-30 |
|
-7.5 |
| 13. |
Proposed Dividend |
0 |
0 |
0 |
0 |
| 14. |
Extent of |
|
99.80% |
99.80% |
100% |
99.98% |
|
shareholding (in |
|
|
|
|
|
|
percentage) |
|
|
|
|
|
Notes: The following information shall be furnished at the end of
the statement 1. Names of subsidiaries which are yet to commence operations. NA 2. Names
of subsidiaries which have been liquidated or sold during the year. NA
Annexure 2
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members, CWD Limited
CIN: U31900MH2016PLC281796
101,1st Floor, Plot No. 439, Hasham Premji Building,
Kalbadevi Road, Kalbadevi, Mumbai, Maharashtra, India, 400002.
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by CWD Limited
(hereinafter called "the Company"). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2025
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2025 according to the provisions of:
i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii)
The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made
thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment;
v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act,
1992 (‘SEBI Act'): - a) The Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; Not applicable as there was no reportable
event during the financial year under review e) The Securities and Exchange Board of
India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021; Not applicable as there was no reportable event
during the financial year under review
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; Not applicable as there was no reportable event during the financial year under
review
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; Not applicable as there was no reportable event during the
financial year under review h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018; Not applicable as there was no reportable event during
the financial year under review
i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015; to the extent applicable to Small and Medium
Enterprise; and j) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
vi) The Company has informed that there are no laws which are
specifically applicable to the Company. We have also examined compliance with the
applicable clauses of the followings: i) Secretarial Standards issued by the Institute of
Company Secretaries of India;
ii) The Listing Agreements entered into by the Company with BSE Limited
read with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the period under review the Company has complied, with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above
subject to the following observations:
1. Pursuant to Regulation 6 of the Securities and Exchange Board
of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company was required
to appoint a qualified Company Secretary as the Compliance Officer within three months of
the vacancy. However, the Company was unable to comply within the stipulated period.
Consequently, BSE Limited levied penalties of 5,900/- and 108,560/- (inclusive of GST)
aggregating to 1,14,460/- (inclusive of GST).
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. No
changes took place in the composition of the Board of Directors during the period under
review.
Adequate notice is given to all the Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
except where consent of the directors was received for scheduling meeting at a shorter
notice, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting;
All decisions at Board Meetings and Committee Meetings were carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be.
We further report that that there are adequate systems and
processes in the company commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that the following events has occurred during the
year which has a major bearing on the
Company's affairs in pursuance of the Laws, Rules, Regulations,
Guidelines Standards etc. referred to above.
a) The Company had allotted 1,85,900 (One Lakh Eighty-Five Thousand and
Nine Hundred) equity shares upon conversion of an equal number of fully convertible
warrants at an issue price of 747 (Rupees Seven Hundred and Forty-Seven) per share,
aggregating to 13,88,67,300 (Rupees Thirteen Crore
Eighty-Eight Lakhs Sixty-Seven Thousand and Three Hundred). The
allotment was made on February 19, 2025, by way of circulation, pursuant to the resolution
passed at the Extraordinary General Meeting held on December 20, 2023.
b) The Authorised Share Capital of the Company was increased from
5,00,00,000/- (Rupees Five Crores only), divided into 50,00,000 (Fifty Lakh) Equity Shares
of 10/- (Rupees Ten only) each, to 10,00,00,000/- (Rupees Ten Crores only), divided into
1,00,00,000 (One Crore) Equity Shares of 10/-
(Rupees Ten only) each. The said alteration, along with the
consequential amendment to the Memorandum of Association of the Company, was duly approved
by the Members at the Extra- Ordinary General Meeting held on March 05, 2025.
c) The Members approved a Preferential Issue comprising 5,39,925 (Five
Lakhs Thirty-Nine Thousand Nine Hundred and Twenty-Five) Equity Shares and 5,51,263 (Five
Lakhs Fifty-One Thousand Two Hundred and Sixty-Three) Warrants, each fully convertible
into an equivalent number of Equity Shares, at the Extraordinary General Meeting held on
March 05, 2025. The Company subsequently received In-Principle Approval from BSE Limited
vide letter no. LOD/PREF/KS/FIP/2035/2024-2025 dated March 25, 2025, under Regulation
28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for
the issuance of 5,23,400 (Five Lakhs Twenty-Three Thousand Four Hundred) Equity Shares and
5,34,738 (Five Lakhs Thirty-Four Thousand Seven Hundred and Thirty-Eight)
Warrants, convertible into an equivalent number of Equity Shares of
face value 10/- each at an issue price of 907/- per share, to Promoters and Non-Promoters
on a preferential basis.
Annexure I (To the Secretarial Audit Report)
To,
The Members, CWD Limited
Auditor's responsibility
Based on audit, our responsibility is to express an opinion on the
compliance with the applicable laws and maintenance of records by the Company. We
conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 ("CSAS")
prescribed by the Institute of Company Secretaries of India
("ICSI"). These standards require that the auditor
complies with statutory and regulatory requirements and plans and performs the audit to
obtain reasonable assurance about compliance with applicable laws and maintenance of
records.
Our report of even date is to be read along with this letter.
1) Maintenance of Secretarial record is the responsibility of the
Management of the Company. Our responsibility is to express an opinion on these
Secretarial Records based on our audit.
2) We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in the Secretarial records. We believe that the processes and practices we
followed provide a reasonable basis for our opinion.
3) We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company and for which we relied on the
report of statutory auditor.
4) Wherever required, we have obtained the Management representation
about the compliance of Laws, Rules and Regulations and happening of events etc.
5) The compliance of the provisions of Corporate and other applicable
Laws, Rules, Regulations, standards is the responsibility of Management. Our examination
was limited to the verification of procedures on test basis.
6) The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor the efficiency or effectiveness with which the
Management has conducted the affairs of the Company.
Annexure 3
Information under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the
Directors.
(A) |
Conservation of energy- |
|
| 1 |
the steps taken or impact on conservation of
energy; |
The Company has regularly |
|
|
conducted seminars to educate |
|
|
its employees to conserve |
|
|
energy. |
| 2 |
the steps taken by the company for utilizing
alternate sources of |
The Company is evaluting |
|
energy; |
neccesary steps for utilizing |
|
|
alternate sources of energy |
| 3 |
the capital investment on energy
conservation equipments; |
NIL |
(B) |
Technology Absorption- |
|
| 1 |
the efforts made towards technology
absorption; |
Through continuous Research in |
|
|
the Technology, efforts are |
|
|
made to bring in innovative |
|
|
Technologies to increase |
|
|
productivities. |
| 2 |
the benefits derived like product
improvement, cost reduction, |
NIL |
|
product development or import substitution; |
|
| 3 |
in case of imported technology (imported
during the last three |
NIL |
|
years reckoned from the beginning of the
financial year); |
|
|
(a) the details of technology imported; |
Not Applicable |
|
(b) the year of import; |
|
|
(c) whether the technology been fully
absorbed; |
|
|
(d) if not fully absorbed, areas where
absorption has not taken |
|
|
place, and the reasons thereof; and |
|
| 4 |
the expenditure incurred on Research and
Development; |
NIL |
(C) Foreign Exchange earnings and Outgo -
|
|
( In Lakhs) |
Particulars |
2024-25 |
2023-24 |
| Total Foreign Exchange used |
1224.23 |
851.74 |
| Total Foreign Exchange earned |
133.20 |
642.03 |
