The Members of
WORLDWIDE ALUMINIUM LIMITED
Your Directors have pleasure in presenting the 33rd Annual Report of your
Company together with the Audited Statement of Accounts and the Auditors' Report of your
company for the financial year ended 31st March, 2023
1. Financial Highlights
The financial performance of your company for the year ending March 31, 2023 is
summarized below:
(Amount in Lacs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
2350.92 |
267.28 |
Other Income |
0 |
0 |
Profit before Interest and Depreciation and Tax |
0.16 |
1.97 |
Finance Cost |
0.00 |
0.00 |
Depreciation |
0.00 |
0.00 |
Net Profit before Tax |
0.16 |
1.97 |
Tax Expense |
0.03 |
0.32 |
Deferred Tax |
0.22 |
0.26 |
Net Profit after Tax |
(0.09) |
1.40 |
2. State of company's affairs and future outlook
During the reporting period company's performance was satisfactory in terms of revenue
generation as the same has generated total revenue of Rs. 2350.92 lacs which is 880 % more
than the last year's turnover. Further, after meeting out all the administrative and other
expenditures, the company has earned Net Loss of Rs. 0.09 lacs. The Net Loss of the
Company is increased by Rs. 1.49 lacs. The Board is taking the necessary steps to improve
the performance of the Company and to have better working results in the coming years.
3. Transfer to reserves in terms of section 134 (3) (j) of the Companies Act, 2013
The company has not transferred any amounts in the Reserves in terms of Section
134(3)(J) of the Companies Act, 2013.
4. Dividend
The Board of Directors of the Company, after considering holistically the relevant
circumstances has not recommended any dividend for the current financial year with a view
to conserve the profits generated.
5. Change in Nature of Business
During the period under review, the Company has not changed its line of business in
such a way that amounts to commencement of any new business or discontinuance, sale or
disposal of any of its existing businesses or hiving off any segment or division.
6. Material changes and commitments
The particulars as required under the provisions of Section 134(3)(l), following
changes have occurred which have affected the financial position of the company occurred
between 31st March 2023 and the date of Board's Report.:
1. Company has Resigned Ms. Rupali Kukreja (FCS 11710) as Company Secretary and
Compliance Officer of the Company on 16th March, 2023
2. Company has appointed Mr. Arjun Singh Patwal (ACS 43460) as Company Secretary and
Compliance Officer of the Company on 22th March, 2023
7. Share Capital
There has been no change in the share capital of the company during the year under
review.
8. Transfer of unclaimed dividend to Investor Education and Protection Fund
There was no unclaimed/unpaid dividend, application money, debenture interest and
interest on deposits as well as the principal amount of debentures and deposits, remaining
unclaimed/ unpaid in relation tothe Company hence the Company is not required to transfer
any amount to Investor Education and Protection Fund (IEPF).
9. Particulars of Loans, Guarantees and Investments
There were no loans, guarantees, or investments made by the Company under Section 186
of the Companies Act, 2013 during the year under review and hence the said provision is
not applicable.
10. Information about Subsidiary/ JV/ Associate Company
Company does not have any Subsidiary, Joint venture or Associate Company.
11. Deposits
During the year under review, your Company has not invited any deposits from
public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
12. Related Party Transactions
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large and Approval of the Board of Directors and
shareholders was obtained wherever required, hence Form No. AOC-2 is not applicable to the
company.
Further the Related Party Transactions has been disclosed in Note No. 15 of Financial
Statements of the Company.
13. Directors and Key Managerial Personnel
During the current financial year the following changes have occurred in the
constitution of directors of the company.
S.No. |
Name |
Designation |
Appointment/Cessation/Change Designation |
Date of cessation/A ppointment |
1 |
Rupali Kukreja |
Company Secretary |
Cessation |
16/03/2023 |
2. |
Arjun Singh Patwal |
Company Secretary |
Appointment |
22/03/2023 |
As per the Articles of Association of the Company Parag Jain Managing Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself forre-appointment.
Composition of board of directors and KMP as on 31/03/2023 is as following:
S.No. |
Name |
Designation |
DIN |
Date of Appointment |
1 |
MAHESH AGARWAL |
Independent Director |
00086304 |
29/04/2017 |
2 |
HARISH KANSAL |
Independent Director |
01566975 |
29/04/2017 |
3 |
ABHISHEK JAIN |
Joint Managing Director |
02801441 |
28/07/2017 |
4 |
PARAG JAIN |
Managing Director |
02803856 |
28/07/2017 |
5 |
PUNITA JAIN |
Director |
00303136 |
28/07/2017 |
6 |
SHIVANI |
CFO |
GSVPS4965P |
13/08/2018 |
7. |
ARJUN SINGH PATWAL |
Company Secretary |
AVLPA5750B |
22/03/2023 |
14. Declaration by Independent Directors
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
15. Number of Meeting of Board of Directors
During the Financial Year, the Company held 8 board meetings of the Board of Directors
as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the
Companies Act, 2013 were adhered to while considering the time gap between the two
meetings.
S.No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
11/04/2022 |
5 |
5 |
2 |
25/05/2022 |
5 |
5 |
3 |
30/05/2022 |
5 |
5 |
4 |
14/08/2022 |
5 |
5 |
5 |
06/09/2022 |
5 |
5 |
6 |
14/11/2022 |
5 |
5 |
7 |
03/02/2023 |
5 |
5 |
8 |
22/03/2023 |
5 |
5 |
16. Composition of Audit Committee
I. The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014.
II. The terms of reference of the Audit Committee are broadly as under:
1. Oversight of the Company's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
2. Recommend the appointment, remuneration and terms of appointment of auditors of the
Company;
3. Reviewing, with the management, the annual financial statements and auditors' report
thereonbefore submission to the board for approval, with particular reference to:
A. Matters required to be included in the director's responsibility statement to
be included in the board's report in terms of clause (c) of sub-section 3 of
section 134 of the Act
B. Disclosure of any related party transactions
C. Qualifications in the draft audit report
4. Reviewing, with the management, the quarterly financial statements before submission
to the boardfor approval;
5. Review and monitor the auditors' independence and performance, and effectiveness of
audit process;
6. Scrutiny of inter-corporate loans and investments;
7. Evaluation of internal financial controls and risk management systems;
8. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of theinternal control systems;
9. Discussion with internal auditors of any significant findings and follow up there
on;
10. Establish a vigil mechanism for directors and employees to report genuine concerns
in suchmanner as may be prescribed;
11. Approval of appointment of CFO;
III. The Audit Committee invites executives, as it considers appropriate (particularly
the head of the finance function), representatives of the statutory auditors and
representatives of the internal auditors to be present at its meetings. The Company
Secretary acts as the secretary to the Audit Committee.
IV. The composition of the Audit Committee is given below:
Name of the Director |
Position held in the Committee |
Category of the Director |
MAHESH AGARWAL |
Chairman |
Director |
HARISH KANSAL |
Member |
Director |
PARAG JAIN |
Member |
Managing Director |
V. During the Financial year 2022-23 company held 5 Meeting of the Audit Committee,
details of which are summarized below:
S.No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
28/05/2022 |
3 |
3 |
2 |
12/08/2022 |
3 |
3 |
3 |
05/09/2022 |
3 |
3 |
4 |
27/12/2022 |
3 |
3 |
5 |
28/03/2023 |
3 |
3 |
17. Nomination And Remuneration Committee
I. Company has constituted this Committee in compliance of the provisions of Section
178(3) of theCompanies Act, 2013 read with Companies (Meeting of Board and its Powers)
Rules, 2014.
II. The broad terms of reference of the Nomination and Remuneration Committee are as
under:
1. Recommend to the board the set up and composition of the board and its committees.
including the "formulation of the criteria for determining qualifications, positive
attributes and independence of a director". The committee will consider periodically
reviewing the composition of the board with the objective of achieving an optimum balance
of size, skills, independence, knowledge, age, gender and experience.
2. Recommend to the board the appointment or reappointment of directors.
3. Devise a policy on board diversity.
4. On an annual basis, recommend to the board the remuneration payable to the directors
and oversee the remuneration to executive team or key managerial personnel of the Company.
5. Provide guidelines for remuneration of directors on material subsidiaries.
III. The composition of the Nomination and Remuneration Committee is given below:
Name of the Director |
Position held in the Committee |
Category of the Director |
PUNITA JAIN |
Chairman |
Director |
HARISH KANSAL |
Member |
Director |
MAHESH AGARWAL |
Member |
Director |
IV. During the Financial year 2022-23 company held 1 Meeting of the Committee, details
of which aresummarized below:
S.No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
16/05/2022 |
3 |
3 |
18. Stakeholders Relationship Committee:
I. Company has constituted this Committee in compliance of the provisions of Section
178 ofthe Companies Act, 2013
II. The composition of the Nomination and Remuneration Committee is given below:
Name of the Director |
Position held in the Committee |
Category of the Director |
PUNITA JAIN |
Chairman |
Director |
HARISH KANSAL |
Member |
Director |
MAHESH AGARWAL |
Member |
Director |
ABHISHEK JAIN |
Member |
Managing Director |
III. During the Financial year 2022-23 company held 1 Meeting of the Committee, details
ofwhich are summarized below:
S.No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
10/10/2022 |
4 |
4 |
19. Board Evaluation
In compliance with the Companies Act, 2013 the performance evaluation of the Board was
carried out during the year under review. The Company has prepared an annual performance
evaluation policy for performance evaluation of Independent Directors, Board and the
Committees.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairperson of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the
Secretarial Department.
20. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts, 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 at the end of the financial year and of
the profit 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 this Act 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; and
(e) The Directors have laid down internal financial controls as required by Explanation
to Section
134(5)(e) of the Act) to be followed by the Company and such internal financial
controls are adequate and are operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicablelaws and that such systems were adequate and operating effectively.
21. Internal control systems and their adequacy
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial
Control system in the Company. The system should be designed and operated effectively.
Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of Internal Financial Controls with reference to the financial statements to be
disclosed in the Board's report. To ensure effective Internal Financial Controls the
Company has laid down the following measures:
All operations are executed through Standard Operating Procedures (SOPs) in all
functional activities for which key manuals have been put in place. The manuals are
updated and validated periodically.
All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if
any, is seriously taken by the management and corrective actions are taken immediately.
Any amendment is regularly updated by internal as well as external agencies in the system.
Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which is reviewed periodically by the management.
The Company follows a robust internal audit process. Transaction audits are conducted
regularly to ensure accuracy of financial reporting, safeguard and protection of all the
assets. Fixed Asset verification of assets is done on an annual basis. The audit reports
for the above audits are compiled and submitted toManaging Director and Board of Directors
for review and necessary action.
22. Annual Return
In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of
the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in
Form No. MGT 9 is placed on the website of the company, http://www.wwal.in
23. Corporate Social Responsibilities (CSR)
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to the constitution of the Corporate Social Responsibility Committee.
24. Energy conservation, technology absorption & Foreign Exchange Earnings and
Outgo
(A) Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the
following:
(i) Steps taken or impact on conservation of energy: The Company has effectively taken
steps forconversation of resources and all effective measures have been taken to save
energy.
(ii) Steps taken by the company for utilizing alternate sources of energy including
waste generated: -
(iii) Capital investment on energy conservation equipment: -
(B) Technology absorption:
(i) Efforts, in brief, made towards technology absorption: -
(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, productdevelopment, import substitution, etc. -
(iii) In case of imported technology (imported during the last 3 years reckoned from
the beginning of thefinancial year), following information may be furnished: -
(a) Details of technology imported: -
(b) 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
therefore: -
(iv) The expenditure incurred on Research and Development: -
(C) Foreign exchange earnings and Outgo
(Amount in Lacs)
Particulars |
Current Year |
Previous Year |
FOB Value of Export |
0 |
0 |
CIF Value of Import |
0 |
0 |
Expenditure on Store and Spares |
0 |
0 |
Expenditure on Foreign Travel |
0 |
0 |
Other |
0 |
0 |
25. Business Risk Management
The Company has structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on continuing basis.
26. Significant and Material Orders Passed By The Regulators Or Courts
There are no significant material orders passed by the Regulators / Courts which would
impact the goingconcern status of the Company and its future operations.
27. Auditors:
Statutory Auditors and Auditor Report
The Board, on the recommendation of the Audit Committee, recommended for the approval
of the Members, the Re-appointment of M/s Surendra & Associates, Chartered Accountants
(Firm Registration No. 010189N), as the Auditors of the Company for a term of Five
consecutive years from the conclusion of this Annual General Meeting until the conclusion
of 38th Annual General Meeting of the Company. On the recommendation of the
Audit Committee, the Board also recommended for the approval of the Members, performing
the statutory audit functions of the Company for the financial year 2023-24 with the
authority/power in favor of the Board/Audit Committee to modify the terms and conditions,
including fixation/ variation of remuneration for remaining tenure of four years, as may
be mutually agreed with the auditors of the Company.
The Company has also received written consent and eligibility certificate from M/s.
Surendra & Associates, Chartered Accountants under Section 141 of the Act. The
resolution for the re-appointment of M/s. Surendra & Associates, Chartered
Accountants, as statutory auditors of the Company has been placed at the ensuing AGM for
approval of members of the Company. Appropriate resolution seeking your approval to the
appointment and remuneration of the Auditors is appearing in the Notice convening the 33rd
AGM of the Company. The Board of Directors recommends to the Members to pass the
resolution, as stated in Item No. 3 of the Notice, convening the ensuing Annual General
Meeting. The Auditors' Report on the standalone financial statements of the Company for
the year ended March 31, 2023 forms part of this Annual Report. The Auditors' Report does
not contain any qualifications, reservations, adverse remarks or disclaimer. In terms of
the provisions of Section 143(12) of the Act, no frauds have been reported by the
Statutory Auditors in their report for the year under review. Notes to the Financial
Statements are self-explanatory and do not call for any further comments.
Cost Auditor
The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014 is not applicable to the company.
Secretarial Auditor
According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Om Prakash Agrahari, Practicing Company Secretary(ies), on to
undertake the Secretarial Audit of the Company for the financial year ended 2023.
The Secretarial Audit Report Submitted by Om Prakash Agrahari, for the financial year
ended 2023 in the prescribed form MR-3 is annexed to the report as "Annexure
A".
The said secretarial audit report does not contain any qualification, reservation or
adverse remark or disclaimer made by the Secretarial Auditor.
28. Credit Rating of Securities
The Company has not obtained any credit rating of its securities.
29. Details of Corporate Insolvency Resolution Process Initiated Under the
Insolvency and Bankruptcy Code, 2016 (IBC)
No corporate insolvency resolution process is initiated against your Company under
Insolvency and Bankruptcy Code, 2016 (IBC).
30. Details of Failure to Implement any Corporate Action :
During the year the Company has not failed to execute any corporate action.
31. Statement regarding compliances of applicable Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
Further the Company was committed to providing a safe and conducive work environment to
its employees during the year under review. Your Directors further state that during the
year under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
Summary of sexual harassment complaints received and disposed of during the financial
year: -
No. of complaints received: 0
No. of complaints disposed of: 0
No. of complaints pending: 0
No. of complaints unsolved: 0
33. Vigil Mechanism / Whistle Blower Policy
The Company has formulated a vigil mechanism (whistle blower policy) for its directors
and employees of the Company for reporting genuine concerns about unethical practices and
suspected or actual fraudor violation of the code of conduct of the Company as prescribed
under the Companies Act, 2013. This vigil mechanism shall provide a channel to the
employees and Directors to report to the management concerns about unethical behavior, and
also provide for adequate safeguards against victimization of persons who use the
mechanism and also make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases.
34. Fraud Reporting
During the year under review, Auditors of the company have not reported any instances
of frauds committed in the Company by its Officers or Employees to the Audit Committee
under section 143(12) of the Companies Act, 2013, details of which need to be mentioned in
this Report.
35. Cautionary Statement
The statements contained in the Board's Report contain certain statements relating to
the future and therefore are forward looking within the meaning of applicable laws and
regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.
36. RE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014
There was no employee drawing remuneration requiring disclosure under section 197(12)
and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. Required details are annexed to this Report as "Annexure B"
37. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the financial year under review as
stipulated underRegulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-C".
38. 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 following
policies:
1. Materiality of Information Policy
2. Policy for Preservation of Documents
3. Code for Practices and Procedures for Fair Disclosure of UPSI
4. Policy on Vigil Mechanism
5. Nomination & Remuneration Policy
6. Policy for determining Material Subsidiaries
7. Policy for Payment to Non- Executive Directors
8. Policy for Related Party Transactions
9. Policy on Familiarization of Independent Directors
10. Policy for Issuance of Duplicate Share Certificate
11. Code of Conduct to Monitor and Report Insider Trading
All the above policies have been displayed on the website of the Company viz
www.wwal.in 40. Acknowledgement
Your Directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service ofthe Executives, staff, and
Workers of the Company.
For & on behalf of the Board of Directors Worldwide Aluminium Limited
Sd/- |
Sd/- |
ABHISHEK JAINDIN |
PARAG JAIN |
:02801441 |
DIN :02803856 |
Managing Director |
Managing Director |
Date :05/09/2023
Place : New Delhi