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DIRECTOR'S REPORT

Wagend Infra Venture Ltd.

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Market Cap. (₹) 14.61 Cr. P/BV 0.99 Book Value (₹) 3.12
52 Week High/Low (₹) 4/3 FV/ML 2/1 P/E(X) 196.20
Bookclosure 30/09/2019 EPS (₹) 0.02 Div Yield (%) 0.00
Year End :2015-03 
The Directors take pleasure in presenting the 33rd Annual Report and the audited financial statements of the Company for the year ended 31 st March 2015.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended 31 st March, 2015 is summarized below:

                                                       (Rs. in Lacs)

PARTICULARS                                   2014-2015    2013-2014

Sales ad ote
coe                                                5.94       211.22

Profit / (Loss) before
 Depreciation and Tax                             (2.92)       96.11

Depreciation                                       2.83         3.02

Profit / (Loss) Before
Tax                                              (5.75)        93.10

Provision for
Tax                                                0.00        28.33

Provision for Deferred
Tax                                               (0.36)       (0.33)

Prior Year Tax
Adjustment                                         0.00         0.00

Profit / (Loss) After
Tax                                               (5.39)       65.10

Add: Profit brought forward from previous
year                                              343.77      278.68

Balance Carried to Balance Sheet                  338.36      343.77
DIVIDEND:

Since the Company has suffered loss during the year and in order to conserve the reserves to meet the needs of business operation, the Board of Directors has decided not to recommend any dividend for the financial year.

TRANSFERRED TO RESERVES:

Your Company have suffered loss during the financial year and has not transferred any amount to the reserves maintained by the Company.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:

Due to Economic and market pressure during the year Company was unable to obtain any infrastructure project and the income earned during the financial year consists only of interest received on the Loans and advances made by the Company. Your management from time to time evaluates the opportunities in the infrastructure field.

TERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

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.

SUBSIDIARY COMPANY:

As on 31st March, 2015 the Company does not have any Subsidiary or Associate Company.

DEATAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2015

Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT - 9 as required attached herewith as Annexure - A.

BOARD OF DIRECTORS

COMPOSITION:

The Board comprises of 5 (Five) Directors, of which three are Independent Directors.

RETIREMENT BY ROTATION:

Pursuant to Section 152(6) of the Companies Act, 2013, and provisions of Articles of Association of the Company, Mr. Pratik Jain (DIN 03387613) retire by rotation and being eligible, offer himself for reappointment.

INDEPENDENT DIRECTORS:

In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with the Stock Exchange and Section 149(6) of the Companies Act, 2013 and based on the confirmation / disclosures received from the directors, the all the Non - executive independent directors:

WOMAN DIRECTOR:

In terms of the provisions of Section 149(1) of the Companies Act, 2013 and Clause 49 of the listing agreement, a Company shall have at least one Woman Director on the Board of the Company. Your Company has appointed Ms. Priyanka Jain (DIN 03555547) as a Director on the Board of the Company from 31e March, 2015.

CGS CORS AND KEY MANAGERIAL PERSONNEL:

During the year Mr. Pratik Jain who was Managing Director is ceased to be Managing Director and continued as Director on the Board, liable to retire by rotation and Ms. Priyanka Jain joined the Board of the Company and Mr. Shreyans Jain has resigned from the post of the Director w.e.f. 31st March, 2015.

Further in terms of the provisions of Section 149, 152, 160 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, it is proposed to appoint Ms. Priyanka Jain as Independent Director of the Company to hold the office for a term of 5 (five) consecutive years upto 30th March, 2020. The brief resume of the aforesaid Directors and other information have been given in the notice of the AGM.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 7 (Seven) times during the financial years 2014 - 2015 on 28th May, 2014; 14th August, 2014; 30th September, 2014; 14th November, 2014; 30th December, 2014; 14th February, 2015 and 31st March, 2015, itially, several committee's meetings were held including Audit Committee, which met 4 (four) times during the year.

The name of the Directors and their attendance at Board Meeting / Committee meeting during the year are set out in detail in the Corporate Governance Report which forms part of the Annual Report.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee constituted is intealia consider and recommends the Board on appointment and remuneration of Director and Key Managerial Personnel and the Company's Nomination and Remuneration Policy is attached as Annexure - B.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination & Remuneration Committee has put in place an evaluation framework for formal evaluation of the performance of the Board, its Committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. The evaluation criteria for the Director's was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

SATUTORY AUDITOR AND AUDIT REPORT:

At the AGM held on 29th September, 2014 the members had approved the appointment of M/s. Gupta Saharia & Co., Chartered Accountants, as Statutory Auditors of the Company for a period of five years from the conclusion of 32nd AGM until the conclusion of 37th AGM. As recommended by the Audit Committee, the Board has proposed to the Shareholders ratify the re-appointment of M/s. Gupta Saharia & Co., Chartered accountant as statutory Auditors for the financial year 2015-2016.

There are no qualifications, reservation or adverse remarks made by the statutory auditors in the audit report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s A.K. Jain & Co. Practicing Company Secretaries, Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the FY 2014 - 15. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2014 - 15 is annexed to this report as Annexure - C.

With respect to the observations of the Secretarial Auditor in their report regarding non appointment of Key Managerial Personnel the Board wish to inform that in view of poor financial performance of the Company it's not able appoint suitable candidate and the Company is working under the supervision of the qualified Board. Further the Board is on lookout for suitable candidates for the whole time managerial personnel for better performance of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2015 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act 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 as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There are proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report pertaining to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Foreign Exchange earnings and outgo of the Company are amounted to Rs. Nil.

AUDIT COMMITTEE:

The Company has Audit Committee constituted under the chairmanship of Mr. Pramod Bhelose in accordance with the provisions of Section 177(1) of the Companies Act, 2013 and clause 49 of the listing agreement. The composition of the Committee and other details as required to be disclosed have been mentioned in the Report of Corporate Governance. The Committee met 4 (four) time during the financial year 2014 - 2015.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not met any of the criteria mentioned in Section 135 of Companies Act, 2013 and therefore is not required to comply with the requirements mentioned therein.

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

CORPORATE GOVERNANCE REPPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In pursuance of SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 the Company even though being an listed entity is not mandatorily required to report on the compliance of Clause 49 of the Listing Agreement since the Company does not falls under the criteria attracting the obligations to adhere to the compliance of clause 49 of the Listing Agreement.

However the Company has decided to continue to comply with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

Management Discussions and Analysis report forms part of this report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee's remuneration and such other details are given as Annexure - D.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

e Copay beliees i ceatig a evioet o its eployees ic is ee o discriiatio e Company culture embraces treating everyone with dignity and Respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

ACKNOWLEDGEMENTS:

The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company as also thank the Government, Statutory and Regulatory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

                        For and on behalf of the Board of Directors

                                                               Sd/-

 Place: Mumbai 
                                                       Sanjay Minda
                                                                   
Date: 25.05.2015                                            Chirman
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