worldwide aluminium ltd share price Directors report

The Members of

WORLDWIDE ALUMINIUM LIMITED

Your Directors have pleasure in presenting the 33^rd 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 companys affairs and future outlook

During the reporting period companys 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 years 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 Boards 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 arms 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 Companys 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 directors responsibility statement to be included in the boards 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 Boards 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 38^th 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 33^rd 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 Boards 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