Worldwide Aluminium Ltd Directors Report.

To

The Members,

Worldwide Leather Exports Limited

Delhi

Your Directors are pleased to present the 29th Annual Report on the Business and Operation of the company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the company for the Financial Year ended on 31st March, 2019 and for the previous financial year ended on 31st March, 2018 is given below:

(Amount in Lacs)
Particulars FY 2018 – 2019 FY 2017 – 2018
Revenue from operations 2,013.37 137.83
Other Income 14.26 137.01
Total revenue 2,027.63 274.83
Expenditure
Employee benefits expenses 24.56 25.34
Other expenses 2092.67 199.45
Total expenses 2117.23 224.79
Profit before exceptional and extra ordinary items and tax (89.59) 50.04
Profit before tax (89.59) 50.04
Tax expense :
Income tax for earlier years (11.00) 57.80
Provision for income tax 36.85 (27.71)
Net profit for the year (115.44) 19.96
Other comprehensive income/losses
(i) Changes in fair value of Equity Instruments 53.88 (53.88)
(ii) Income tax relating to items that will not be reclassified to Profit or Loss 8.32 (8.32)
Total comprehensive Income/(Loss) for the year (69.88) (25.60)

2. APPROPRIATIONS:

The Opening Balance of Surplus of Profit and Loss shown under the head "Reserves and Surplus" was 46.03 Lacs. Loss of Rs. 115.44 Lacs has been transferred to "Reserves and Surplus". "During the year under the review, the Equity Investment Reserve of 0.09 Lacs was appropriated. The Closing Balance of Surplus of the Profit and Loss shown under the head "Reserves and Surplus" is 69.49 Lacs.

3. COMPANY PERFORMANCE:

During the year under review, the Company has earned revenue of Rs 2013.37 Lakhs from the business of Trading of Aluminum Coils. The revenue of Company has increased to 2013.37 lakhs from 137.83 lakhs earned by the Company in the previous year 2017-18.

During the year the total income of the Company is Rs. 2027.63 Lakhs compared to Rs. 274.83 Lakhs in the previous year.

The total Expense of the Company during the year is Rs. 2117.23 Lakhs compared to 224.79 Lakhs in the previous year.

The company has earned a loss of Rs. 115.44 Lakhs compared to the net profit of Rs. 19.96 Lacs as compared to previous year 2017-18.

Due to some unfavorable market conditions the Company has incurred losses in the current year.

Your Directors are hopeful to exploit the new activities in efficient manner and achieve better results in the future.

4. DIVIDEND:

Your directors do not recommend payment of any dividend for the financial year ended 31st March, 2019, in order to conserve the resources of the Company. The Company will retain the earnings for use in the operations of future projects and strive to increase the net worth of the stakeholders.

5. CHANGE IN NATURE OF COMPANY BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

6. SHARE CAPITAL

During the year under review there were no changes in the authorized capital of the Company. . The authorized share capital of the Company stood at Rs. 8 crore divided into 80,00,000 Equity Shares of Rs. 10/- each as on 31st March, 2019.

Whereas, the Company has made Preferential Allotment of 3,16,000 Equity Shares of the Company at an issue price of Rs. 23.75 per share (at a premium of Rs. 13.75 per share) in accordance with the provision of section 42, 62(1) (c) and other applicable provision of The Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules,2014, the companies (Share Capital And Debentures) Rules,2014 along with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,.2018, during the year. Therefore the paid up share capital of the Company has become Rs. 3,28,63,000/- as on 31st March, 2019.

7. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

Sr. No. Name of Director Designation Appointment/ Cessation Date
1. Mr. Amit Lohia Director Resignation 05th April, 2018
2. Ms. Nupur Garg Chief Financial Officer Appointment 30th May, 2018
3. Ms. Priyanka Chaurasia Company Secretary & Compliance Officer Appointment 24th July, 2018
4. Ms. Nupur Garg Chief Financial Officer Cessation 13th August, 2018
5. Ms. Shivani Chief Financial Officer Appointment 13th August, 2018

8. DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company didnt had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the start of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

9. DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the CompanyRss operation in future.

11. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, and section 134 of the Companies Act, 2013, the Company has effectively taken steps for conversation of resources and all effective measures have been taken to save energy.

The Foreign Exchange earned in terms of actual inflows is Nil and the Foreign Exchange outgo is also Nil during the year.

13. PERSONNEL

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

The observations made in their report and dealt with in the notes forming part of the Accounts at appropriate places are self–explanatory.

M/s Surendra & Associates, Chartered Accountants, having Firm Registration No.: 010189N were appointed as the statutory Auditor of the Company at the 28th Annual General meeting for a period of 5 years from the conclusion of the 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting of the Company, at such remuneration as may be agreed upon between the Auditors and the Board of Directors, in addition to actual out-of-pocket expenses incurred by them for the purpose of audit and the applicable taxes.

The Company received a certificate from the auditors confirming that they have not attracted any disqualifications as prescribed under the Companies Act, 2013 and the Chartered Accountant Act, 1949 read with rules made there under.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, Govt. of India Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed at the 28th Annual General Meeting held on September 29, 2018 and are eligible to hold their office until conclusion of 33rd Annual General Meeting to be held in 2023.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has, in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/s. Om Prakash Agrahari & Co., Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2018-19. The Report of the Secretarial Auditor is annexed to this Report as "Annexure A" which is self explanatory and give complete information.

(C) INTERNAL AUDITORS:

The existing Internal Auditor of the Company, Mr. Sachin Arora, Practicing Company Secretary, has resigned w.e.f 03rd April, 2019. The Board of Directors are yet to appoint new Internal Auditor for the Financial Year 2019-20.

EXPLANATION TO THE QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

Explanation on qualification/adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation
A temporary non-compliance in the composition of the KMP in relation to appoint the Company Secretary for a period of approx 4 months under Section 203 of the Companies Act, 2013 is observed. The Company was not able to get a fit and proper candidate at remuneration commensurate with the size of the Company. However, on 24th July, 2018 the Company has appointed a full time Company Secretary and made good the non-compliance.

15. DISCLOSURE 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"

16. LISTING OF SHARES:

The shares of the company are listed at BSE Limited (Bombay Stock Exchange) and listing fees of Stock Exchange is paid for the year 2018 – 2019.

17. DIRECTORS RESPONSIBITLY STATEMENT :

As required under the provisions of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have 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 profits of the Company for that period.

(c) The Directors have taken proper and sufficient care 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(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 have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

18. CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, since the paid-up capital of the company is less than Rs.10 crores and net worth is less than 25 crores, the threshold limit as prescribed therein.

19.MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-C".

20.COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report were on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related party transactions which has been uploaded on the Companys website. Related Party Transactions Policy is available on the CompanyRss Website. The details of the related party transactions are provided in the notes to the accounts. Members are requested to refer the same.

22. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT

During the year under review no loans, guarantee or investment falling under Section 186 of the Companies Act, 2013 are given/provided by the Company.

23. RISK MANAGEMENT POLICY

The Company has a 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. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

(a) Mr. Mahesh Agarwal

(b) Mr. Harish Kansal

The Company has received requisite declarations/ confirmations from the above Directors confirming their independence during the financial year.

25. EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT-9 for the Financial Year ended on 31st March, 2019 is annexed as "Annexure-D" to this Report and available on companys website: www.wwal.in

26. NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. During the financial year 2018-19, 08 meetings of the Board were held on the following dates:

30.05.18, 24.07.18, 13.08.18, 01.09.18, 13.11.18, 28.01.19, 13.02.19 and 12.03.19.

Sr. No. Name of Director/KMP Number of meeting Entitled Number of meeting Attended
1. Amit Lohia * 0 0
2. Mahesh Agarwal 8 8
3. Punita Jain 8 8
4. Haris h Kansal 8 8
5. Abhishek Jain 8 8
6. Parag Jain 8 8
7. Nupur Garg * 2 2
8. Priyanka Chaurasia * 6 6
9. Shivani * 5 4

* Mr. Amit Lohia has resigned from the directorship of the Company on 05th April, 2018.

* Ms. Nupur Garg was appointed as CFO w.e.f. 30th May, 2018 and resigned on 13th August, 2018.

* Ms. Priyanka Chaurasia was appointed as CS w.e.f. 24th July, 2018.

* Ms. Shivani was appointed as CFO w.e.f. 13th August, 2018.

27. CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year 2018–2019, the Company has not received any complaint of sexual harassment.

29. ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

30. AUDIT COMMITTEE:

The company is having an Audit committee comprising of the following Members. The Composition of the Committee and attendance of the members is given hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Mahesh Agarwal Chairman 6 6
2. Mr. Harish Kansal Member 6 6
3. Mr. Parag Jain Member 6 6

During the Financial year 2018-19, 6 meetings of the Audit Committee were held on the following dates:

30.05.18, 13.08.18, 01.09.18, 13.11.18, 12.02.19 and 08.03.19.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

31. NOMINATION AND REMUNERATION COMMITTEE:

The company is having Nomination and Remuneration committee comprising of the following Members. The Composition of the Committee and attendance of the members is given hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Ms. Punita Jain Chairperson 4 4
2. Mr. Mahesh Agarwal Member 4 4
3. Mr. Harish kansal Member 4 4

During the Financial year 2018-19, 4 meetings of the Nomination and Remuneration Committee were held on the following dates:

30.05.18, 24.07.18, 13.08.18 and 01.09.18.

The Composition and the Terms of Reference of the Nomination and Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE :

The company is having Stakeholders Relationship Committee comprising of the following Members. The Composition of the Committee and attendance of the members is given hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Ms. Punita Jain Chairperson 4 4
2. Mr. Mahesh Agarwal Member 4 4
3. Mr. Harish kansal Member 4 4
3. Mr. Abhishek jain Member 4 4

During the Financial year 2018-19, 4 meetings of the Stakeholder Relationship Committee were held during on the following dates:

20.04.18, 23.07.18, 22.10.18 and 21.01.19.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

33. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

34.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

35. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

36. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

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 relates and the date of this Report.

37. STATEMENT OF DEVIATION(S) OR VARIATION PURSUANT TO REGULATION 32(1) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REUIREMENTS

During the year under review, the Company has raised fund by way of Preferential Issue of 3,16,000 equity shares of the Company at an issue price of Rs. 23.75/- (including security premium of Rs. 13.75) per equity share to identified Public investors, aggregating a sum of Rs. 75,05,000/- (Rupees Seventy Five Lacs Five Thousand Only)

As required under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company hereby state that:

• There has been no deviation in the utilization of the issue proceeds and funds were utilized only for the purpose for which they were issued.

• The balance amount that is pending for utilization shall be utilized as and when required by the Company for the permissible objects only.

38. APPRECIATION:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Banker, Regulatory Bodies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executive officers and staff at all levels of the company. We look forward for the continued support of every stakeholder in the future.

Place: New Delhi By the Order of the Board of Directors
Date: 31st August, 2019 Worldwide Leather Exports Limited
Sd- Sd/-
Abhishek Jain Parag Jain
Joint Managing Director Managing Director
DIN: 02801441 DIN: 02803856