options chain Directors report

To,

The Members,

Web Element Solutions Limited Mumbai

Your Directors have pleasure in presenting their 14^th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31^st March, 2023:

1. FINANCIAL SUMMARY

The Companys financial performance, for the year ended 31^st March, 2023 is summarized below:

The Boards Report is prepared based on the standalone financial statements of the company.

Amount in Thousands

Particulars	For the year ended 31st March 2023	For the year ended 31st March 2022
Income from Operations	20419.83	10726.77
Other Income	4002.92	3702.02
TOTAL INCOME	24422.75	14428.78
PROFIT BEFORE TAX	4202.34	2011.55
Less: Provision for Current/Deferred Tax	1112.40	469.22
PROFIT AND (LOSS) AFTER TAX	3091.94	1542.34

2. RESULT HIGHLIGHTS

• The company continues to be engaged in the business of providing end to end web solutions and there has been no change in the nature of business of your Company.

• Revenue from operations for the year under reference has shown a increase of 90.36% vis-a-vis the preceding financial year

• There is profit for the year (before and after tax). Further, there are no significant and material events impacting the going concern status and Companys operations in future.

3. DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

4. TRANSFER TO RESERVE

Your Directors find it prudent not to transfer any amount to general reserve.

5. SHARE CAPITAL

The paid- up equity share capital of the Company as on 31^st March, 2023 was Rs. 6,77,51,000 divided into 67,75,100 shares of Rs. 10/- each. There has been no change in the capital structure of your Company.

6. MATOR EVENTS DURING THE F.Y. 2022-23

There was no major event in the company during the financial year to disclose here.

7. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is placed on the website of the Company - http://www.webelementinc.com/ and also forming part of this report and appended as ANNEXURE I to this Report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Sr. No. Name	Designation
1. Mr. Shailesh B Patel	Director
2. Mr. Yadvendersingh Kanwar	Whole-time Director
3. Mrs. Shrena K Shah	Executive Director cum CFO
4. Mr. Sunil S Sharma	Independent Director
5. Mr. Kirankumar N Shukla	Independent Director
6. Mr. Arihant Bhansali	Company Secretary & Compliance Officer

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel of the Company-

Mrs. Shrena Shah - Chief Financial Officer

Mr. Arihant Bhansali- Company Secretary and Compliance Officer.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 as amended. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

The Board seeks approval of the shareholders at the 15^th Annual General Meeting for confirmation of the appointment of Mr. Yadvendersingh Kanwar as Whole-time Director for period of three years w.e.f 1^st October, 2023. The brief profile of Mr. Yadvendersingh Kanwar has been detailed in the Explanatory Statement to the Notice of Annual General Meeting.

9. NUMBER OF BOARD MEETINGS

During the year under reference, 4 (Four) Board meetings i.e on 13^th May, 2022, 5^th September, 2022 ,14^th November, 2022 and 13^th December, 2022 were properly convened & held.

10. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

11. NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in ANNEXURE II to this Report.

12. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders Relationship Committee

III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

Committee Constitution is as follows:

Name of the Director	Designation	Nature of Directorship
Sunil Sharma	Chairman	Independent Director
KiranKumar N Shukla	Member	Independent Director
Shailesh Patel	Member	Director

Note: Arihant Bhansali ,Company Secretary and Compliance Officer of the Company is the secretary to the audit committee.

The Audit Committee met two times during the year viz. 13^th May, 2022,and 14^th November, 2022.

Terms & Scope of Work of Committee:

1. Oversight of the Issuers financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors and fixation of audit fee;

3. Approval of payments to the statutory auditors for any other services rendered by statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be stated in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and

18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of Audit Committee:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise if it considers necessary The audit committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Considering and resolving grievances of shareholders, debenture holders and other security holders;

1. Redressal of grievances of the security holders of our Company, including complaints in respect of transfer of shares, non-receipt of declared dividends, balance sheets of our Company etc.;

2. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities;

3. Issue of duplicate certificates and new certificates on split/ consolidation/renewal etc.;

4. Overseeing requests for dematerialization and rematerialization of Equity Shares; and

5. Carrying out any other function contained in the Equity Listing Agreement as and when amended from time to time.

6. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c) Management letters/letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

The quorum of Audit Committee shall be either 2 members or one third of the members of the Audit Committee whichever is greater with at least 2 Independent Directors.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company comprises of three directors. The Composition of the Committee has been changed in this financial year.

Committee Constitution is as follows:

Name of the Director	Designation	Nature of Directorship
Sunil Sharma	Chairman	Independent Director
Kiran Kumar N Shukla	Member	Independent Director
Shailesh Patel	Member	Director

Note: Arihant Bhansali ,Company Secretary and Compliance Officer of the Company is the secretary to the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met once during the year viz.13^th December, 2022.

The terms of reference of the Stakeholders Relationship Committee

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the company.

III.NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section.. Committee Constitution is as follows;

Name of the Director	Designation	Nature of Directorship
Sunil Sharma	Chairman	Independent Director
KiranKumar N Shukla	Member	Independent Director
Shailesh Patel	Member	Director

Note: Arihant Bhansali , Company Secretary and Compliance Officer of the Company is the secretary to the Nomination and Remuneration committee.

The Nomination & Remuneration Committee met once during the year viz.13^th December, 2022.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to our Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

5. Considering and recommending grant if employees stock option, if any, and administration and superintendence of the same; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from time to time.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization programme for Independent Directors of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Policy of the Company 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, is appended as Annexure II to this Report.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the Profit and Loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act / for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

18. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis as required under SEBI (LODR) Regulations, 2015 as amended is provided as A separate section in this Report and forms an integral part of the Directors Report.

20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS:

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013, are as provided in the notes to the Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

22. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company has not carried out any business activities warranting conservation of the energy and technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. During the year under consideration the Company has not spent/incurred foreign exchange. There is no foreign exchange earnings during the year.

23. RISKS MANAGEMENT AND AREA OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas.

24. CORPORATE SOCIAL RESPONSIBILITY;

The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

25. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Business of the Company.

26. SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture, Associate Company or LLPs during the year under review.

27. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

28. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT 2013:

During the year under review, your Company has not accepted Deposits which are not in compliance with the requirements under Chapter V of Companies Act, 2013.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

30. INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

31. STATUTORY AUDITORS & REPORT OF THE AUDITORS:

In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. SDG & CO, Chartered Accountants (FRN No. 137864W), Mumbai were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 11^th AGM to the conclusion of 16^th AGM to examine and audit the accounts of the Company on such remuneration plus reimbursement of out-of-pocket expense, as may be mutually agreed between the Board of Directors/ Audit Committee of the Company and the Statutory Auditors.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. SDG & CO, Chartered Accountants (FRN No. 137864W), Statutory Auditors, in their Report on the accounts of the Company for the year under reference. The observations made by them in their Report are self-explanatory and do not call for any further clarifications from the Board.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Acts & Rules framed thereunder either to the Company or to the Central Government.

32. SECRETARIAL AUDITOR & REPORT:

The Company had appointed Ms. Hansa Gaggar to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure -III. There are no qualifications, reservations or adverse remarks or disclaimers made by Ms. Hansa Gaggar, Practicing Company Secretaries, in their secretarial audit report except what have been specifically mentioned in the Report. The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in her Secretarial Audit Report are furnished as under:

1. Due inadvertent errors, some filings at BSE (Stock Exchange) was done beyond stipulated time period and due to technical issues at newly launched V3 portal , some filings with MCA was done beyond stipulated time.The Board is and will be taking necessary steps to ensure proper compliance with regards the same.

The Board is and will be taking necessary steps to ensure proper compliance with regard to the qualifications in the Report. The Company and Management ensures the strict adherence to all the Compliances with the applicable provisions, Acts, rules, regulations.

33. COST AUDITORS:

The Board of Directors of the Company here confirmed that according to the Companies working and business, the company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

34. INTERNAL AUDITORS

The Internal Auditor of the Company - Mr. Tarun Chaturvedi (M. No. 0425304) of Chaturvedi Tarun & Co. (FRN 158391W), Chartered Accountants have conducted the internal audit of the Company for the F.Y. 2022-23. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee

35. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Companys code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.webelementinc.com.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly 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. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

37. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ANNEXURE IV to this Report. There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

39. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co-operation have helped, as partners in your Companys progress. Your Directors, also acknowledge the hard work, dedication and commitment of the employees.

	By Order of the Board of Directors WEB ELEMENT SOLUTIONS LIMITED
Date: 05/09/2023	Sd/-	Sd/-
Place: Mumbai	Shailesh B. Patel	Y.S Kanwar
	( Director)	(Wholetime Director)
	DIN: 02150718	DIN:02150704