The Members
W W Technology Holdings Limited Mumbai
Your Directors have pleasure in presenting their 37thAnnual Report with the audited
accounts for the year ended 31st March, 2020.
1. Financial Results
During the year under review, the Company has earned total income of Rs. 3,772,914 and
earned a profit of Rs. 557,341 after providing for provision for taxation of Rs. 127,046.
The Company's financial performance for the year ended March 31, 2020 is summarized
below:-
Particulars |
For the year ended 31st March, 2020 |
For the year ended 31st March, 2019 |
Profit Before Depreciation and Tax |
557,341 |
1,347,916 |
Depreciation |
NIL |
NIL |
Profit before Tax |
557,341 |
1,347,916 |
Provision for Tax |
(127,046) |
(397,000) |
Deferred Tax |
NIL |
NIL |
Previous Years Adjustments |
NIL |
NIL |
Profit After Tax |
430,295 |
950,916 |
Transferred to General Reserve |
NIL |
NIL |
Surplus in the Statement of P & L Account |
(73,699) |
(503,994) |
*Previous year's figures have been regrouped / rearranged wherever necessary
2. Operations of the Company
The overall performance during the year under review has not been quite satisfactory
due to recession in the overall market. The company is deploying its resources in the best
possible way to increase business volumes and plans to achieve increased turnover in the
current year.
3. IMPACT OF COVID-19
Close to closure of FY 2020, India witnessed advent of COVID-19 pandemic, which has
rapidly developed in many countries across the globe. This forced the Union and State
Governments to enforce strict lockdown and social distancing measures which has affected
the economy.
For FY 2020, the impact of COVID-19 pandemic on Company's operations and financials has
been trivial. Post March 2020, the Company's challenge in carrying out operational
activities centers around coordinating effectively with logistics, and facilitation of
movement for the employees.
Your Company's management has taken pre-emptive measures to address the impending
adversity. The
Company is optimistically poised to maintain its operational and financial strength.
However, the element of uncertainty prevails as to what extent this pandemic will play
with its severity in coming months to impact business and society at large.
The Company focused on the health and well-being of its employees. The concept of Work
from Home has been streamlined and employees were encouraged to give their measurable
output to maintain continuity across functions of the organization
4. Dividend
Considering the need to conserve resources for future projects, your Directors have not
recommended any dividend for the financial year ended 31st March, 2020.
5. Share Capital
During the year under review, there was no change in the share Capital structure and
the paid up capital of the Company.
6. Public Deposits
The Company has not accepted any fixed deposits from public.
7. Particulars of Loans, Guarantees or Investments
Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided in this
Annual Report.
8. Particulars of Contracts or arrangements with related parties
All related party transaction entered into during the financial year were on arm's
length basis and were in the ordinary course of the business. There are no materially
significant related party transactions made by the company with related parties which may
have potential conflict with interest of the company at large. The particulars of such
contract or arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the companies Act, 2013 are attached herewith in
annexure II A in Form No. AOC - 2.
All related party transactions are approved by the Audit Committee. Prior omnibus
approval is obtained from the Audit Committee in respect of the transactions which are
repetitive in nature. The transactions entered into pursuant to the omnibus approval so
granted are reviewed on a quarterly basis by the audit committee.
The Policy of Related Party transaction / Disclosures are approved by the Board is
posted on the Company's website vizwww.wwtechnology.in
9. Number of meeting of Board of Directors
During the Financial year under review, the Company had 7 Board Meetings on 17.05.2019,
13.08.2019, 31.10.2019, 14.11.2019, 02.01.2020, 23.01.2020 and 04.02.2020 accordance with
the provisions of the Companies Act, 2013 and rules made thereunder and all Directors have
attended all meetings during the year under review.The gap intervening between two
meetings of the board is as prescribed in the Companies Act, 2013.
Additionally, during the financial year ended March 31, 2020, be the Independent
Directors held a separate meeting on 15.03.2020 in compliance with the requirements of
Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Mr. Anil Kishorilal Patodia, Mr. Sachchidanand
Rajaram Adam
and Mr. Naveen Kumar Dangayach have attended the Independent Directors meeting.
10. Directors and Key Managerial Personnel
Pursuant to Section 152 of the Companies Act, 2013, Mr. Paresh Mulji Kariya (Din:
00215937), Director of the Company, retire by rotation and being eligible, offers himself
for re-appointment at the ensuing Annual General Meeting.
Mr. Anil Kishorilal Patodia and Mr. Naveen Kumar Dangayach, Independent Directors gave
their resignation on 27th June, 2020 due to expiry of their term and on the same day Mr.
Damodar Chunilal Trivedi was appointed as an Additional Director in the category of
Independent Director of the Company to be regularized at ensuing Annual General Meeting.
11. Declaration of Independent Directors:
The Company has received necessary declaration from each Independent Director under
section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Directors' Responsibility Statement
In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors
hereby confirms the following:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b) Appropriate accounting policies have been selected and applied consistently and have
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, 2020 and of the profit
and loss of the Company for the year ended March 31, 2020,
c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively,
f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the
SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has
carried out an Annual Performance Evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committees.
In line with effective governance requirements, the Board reviews its own performance
annually using a pre-determined template designed as a tool to facilitate the evaluation
process. The assessment was built around the functioning of the Board as a whole, its
Committees and also the evaluation of Individual Directors.
While the individual directors' performance was reviewed by the Chairman and the rest
of the Board excluding the Director being evaluated, the Chairman's and Non-Independent
Directors performance was appraised through feedback from Independent Directors.
14. Policy relating to remuneration of Directors, Key Managerial Personnel and other
Employees
In terms of the provisions of section 178 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company duly
constituted a Nomination and Remuneration (N&R) Committee comprising of the following
members: *Mr. Anil Kishorilala Patodia- Chairman, **Mr. Sachchidanand Rajaram Adam, *Mr.
Naveen Kumar Dangayach The Board has, on the recommendation of the Nomination and
Remuneration Committee, framed and adopted the policy for selection and appointment of
Directors, senior
management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report which forms part of this Report. The policy lays down criteria for
selection of directors and senior management such as expertise, experience and integrity
of the directors, independent nature of the Directors, personal and professional standing,
diversity of the Board etc.
During the year, the Committee met three times in the year on 31.10.2019, 23.01.2020
and 04.02.2020. All committee members have attended all the meetings during the year under
review.
* Mr. Anil Kishorilal Patodia and Mr. Naveen Kumar Dangayach resigned on 27th June,
2020 due to expiry of their term and Damodar Chunilal Trivedi was appointed as an
Additional Director in the category of Independent Director of the Company to be
regularized at ensuing Annual General Meeting
**The Member of the Committee, Mr. Sachchidanand Rajaram Adam, was appointed additional
director as on 14.11.2018, was regularized in Annual General Meeting which was held on
30.09.2019.
The Reconstituted Nomination and Remuneration Committee consists of the following
member as on 27.06.2020:
1. Mr. Damodar Chunilal Trivedi |
- Chairman |
2. Mr. Paresh Mulji Kariya |
- Member |
3. Mr. Sachidanand Rajaram Adam |
- Member |
15. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014.,M/s Agrawal Jain & Gupta, Chartered Accountants, the
Statutory Auditors of the Company, hold office upto the conclusion of the 42nd Annual
General Meeting. However, their appointment as Statutory Auditors of the Company is
subject to ratification by the Members at every Annual General Meeting. The Company has
received a certificate from the above Auditors to the effect that if their appointment is
ratified, it would be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
16. Auditors Report
The Auditors Report to the Members on the Accounts of the Company for the financial
year ended March 31, 2020 does not contain any qualifications, reservations or adverse
remarks.
17. Details of Fraud Reported by Auditors
There were no frauds which are reported to have been committed by employees or officers
of the Company. The statutory auditors of the Company have vide their report of even date
confirmed that no fraud by the Company and no material fraud on the Company has been
noticed or reported during the year.
18. Secretarial Auditors
Mr. Ruchil Gandhi, of M/s. Ruchil Gandhi & Associates, Company Secretaries was
appointed to conduct the secretarial audit of the Company for FY 2019-20 as required under
section 204 of the Companies Act, 2013 and rules thereunder. The secretarial audit report
for FY 2019-20 forms the part of the annual report as Annexure III of the Board's report.
The Secretarial Audit Report does not contain any material qualification, reservation
or adverse remark.
19. Audit Committee
As on 31.03.2020, the Company has an Audit Committee comprising of the following three
NonExecutive and Independent Directors:
*Mr. Anil Kishorilala Patodia - Chairman
**Mr. Sachchidanand Rajaram Adam - Member *Mr. Naveen Kumar Dangayach - Member
During the year under review, the Board has accepted all the recommendation of the
Audit Committee. During the year, the Committee met for 5 times in the year on 17.05.2019,
13.08.2019, 31.10.2019 14.11.2019 and 04.02.2020. All committee members have attended all
the meetings during the year under review.
* Mr. Anil Kishorilal Patodia and Mr. Naveen Kumar Dangayach resigned on 27th June,
2020 due to expiry of their term and Damodar Chunilal Trivedi was appointed as an
Additional Director in the category of Independent Director of the Company to be
regularized at ensuing Annual General Meeting.
**The Member of the Committee, Mr. Sachchidanand
Rajaram Adam, was appointed additional director as on 14.11.2018, was regularized in
Annual General Meeting which was held on 30.09.2019.
The Reconstituted Audit Committee consists of the following member as on 27.06.2020:
1. Mr. Damodar Chunilal Trivedi |
- Chairma |
2. Mr. Paresh Mulji Kariya |
- Member |
3. Mr. Sachidanand Rajaram Adam |
- Member |
20. Internal Financial Control
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. Further Directors have personally overview the
adequacy of 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.
21. Vigil Mechanism for Directors and Employee
In Compliance with the provisions of Section 179(9) of the Companies Act, 2013 read
with Regulation 22 of the erstwhile SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has adopted a Whistle Blower
Policy as a vigil mechanism for directors and employees of the Company. The Whistle Blower
Policy is disclosed on the Company's website www.wwtechnology.in
22. Risk Management Framework
Pursuant to SEBI Listing Regulations, the Company has prepared Risk Management
Framework for identifying and evaluating various major business risks faced by the
Company. Risk Management Framework aims to lay down the procedure for risk assessment and
risk minimization. Risk Management Framework is prepared to ensure internal controls and
effectively respond to any changes in the business environment so as to achieve high
degree of business performance, limit any negative impact on its working and avail of
benefits arising out of any business opportunities.
The audit committee has additional oversight in the area of financial risks and
controls.
23. Familiarization Programme for Independent Directors
Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013
mandates the Company to familiarize the Independent Directors with the Company by
conducting training programmes. During the year, the Board members were regularly apprised
with the overview of the Company and its operations by the Senior Management team.
Additionally, the Board Members are provided with all necessary documents/ reports and
internal policies to enable them to familiarise with the Company's procedures and
practices and keep themselves abreast of the latest corporate, regulatory and industry
developments.
24. Material changes and commitment affecting the financial position of the company
occurred between the end of the financial year to which this financial statements relate
and the date of the report
No material changes and commitments affecting the financial position of the company
occurred between the end of the financial year to which this financial statements relate
and date of this report.
25. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by any Regulator or Court or
Tribunal which would impact the going concern status and the company's operation in
future.
26. Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary or Joint Venture. Hence, disclosure of
statement containing salient features of the Financial Statements of
Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is not applicable to the
Company.
27. Change in the Nature of Business
There has been no change in the nature of Business during the year under review.
28. Particulars of Employees
Information on particulars of employees' remuneration as per Section 197 of the
Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are
in receipt of remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employee's remuneration and
other details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read
with Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are forming part of this Report as Annexure III.
29. Annual Return
An extract of the Annual return has been annexed as Annexure IV to the Board Report in
compliance with section 92 of the Companies Act 2013 read with applicable Rules made
thereunder.
30. Transfer of Unclaimed Dividend to Investor Education and Protection fund
Pursuant to the provisions of section 124(5) of the Companies Act, 2013, dividend which
remains unpaid or unclaimed for a periods of seven years from the date of its transfer to
unpaid dividend account is required to be transferred by the Company to Investors
Education and Protection Fund established by the central government under the provisions
of section 125 of the Companies Act, 2013.
31. Reports on Corporate Governance and Management Discussion and Analysis
As per the regulation 15 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Regulation 27 (2) (a) is not applicable to the listed entity having
paid up equity share capital not exceeding rupees ten crore and net worth not exceeding
rupees twenty five crore, as on the last day of the previous year hence the Regulation 27
(2) (a) is not applicable to W W Technology Holdings Ltd.
32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Your Company is not an energy intensive unit, however possibilities are continuously
explored to conserve energy and to reduce energy consumption to the extent possible.
During the year under review, considering the nature of activities presently being carried
on by the Company, categorical information of the Company in terms of the Rules is
provided below:
(A) Conservation of energy: (i) |
Steps taken or impact on conservation of energy |
Regular efforts are made to conserve the energy at all levels. Several environment
friendly measures were adopted by the Company such as Installation of capacitors to save
power, Installed Thin Film Transistor (TFT) monitors that saves power, LED Lights,
Creating environmental awareness by way of distributing the information in electronic
form, Minimizing air-conditioning usage, Shutting off all the lights when not in use etc |
(ii) |
Steps taken by the company for utilizing alternate sources of energy |
The Company is into Service Industry and hence except Electricity, the Company is not
required to use any other alternate source of energy. |
(iii) |
Capital Investment on energy conservation equipments; |
NIL |
(B) Technology absorption:
The activities and business of the Company are such that it does not involve use of
ultra modern technologies and hence the disclosure under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not
applicable to the Company.
(C) Foreign Exchange Earning and Outgo:
During the year under review Company did not earn any foreign exchange and there is no
foreign exchange outgo.
33. Disclosure as per the sexual harassment of women at workplace (Prevention,
Prohibition and redressal) act, 2013
The Company has in place a prevention of Sexual Harassment Policy in line with the
requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
There were no Complaints received and disposed off during the financial year 2019-20.
34. Information under Regulation 34 (3) read with Schedule V of Securities And Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
There are no shares in the demat suspense account or unclaimed suspense account.
35. Acknowledgement
Your Directors take this opportunity to express the gratitude to all investors,
clients, vendors, bankers,
Regulatory and Government authorities, Stock Exchanges and business associates for
their cooperation, encouragement and continued support extended to the Company. Your
Directors also wish to place on record their appreciation to the Associates for their
continuing support and unstinting efforts in ensuring an excellent all round operational
performance at all levels.
For and on behalf of the Board of Directors
Paresh Kariya
Chairman & Director
Mumbai, 28thAugust, 2020
|