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Directors Report of Wagend Infra Venture Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 32nd Annual Report and the audited accounts of the Company for the year ended 31st March 2014.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31 March, 2014 is summarized below:

(Rs. in Lacs)

Particulars 2013 - 14 2012 - 13

Sales and other Income 211.22 1289.67

Profit before Depreciation and Tax 96.11 88.54

Depreciation 3.02 3.62

Profit Before Tax 93.10 84.92

Provision for Tax 28.33 26.62

Provision for Deferred Tax (0.33) (0.41)

Prior Year Tax Adjustment 0.00 0.00

Profit After Tax 65.10 58.72

Add: Profit brought forward from previous year 278.68 219.96

Balance Carried to Balance Sheet 343.77 278.68

RESULTS OF OPERATIONS

During the financial year your company''s revenue was Rs.211.22 Lacs as compare to Rs.1289.67 Lacs in the corresponding previous financial year and your Company has recorded a rise in the net profit which is Rs.65.10 Lacs as compared to Rs.58.72 Lacs in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation, the Board of Directors has decided not to declare dividend for the financial year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS

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

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Sanjay Minda retire by rotation and being eligible, offer himself for reappointment.

During the year Mr. Manoj B. Modi joind the Board of the Company and Mr. Vinod Jain has resigned from the post of the Director w.e.f. 23rd December, 2013.

In terms of the provisions of Section 149, 152 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, the Independent Directors can hold office for a term upto five (5) consecutive years as Directors of your company and will not be liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Manojbhai B. Modi, Mr. Pramod Bhelose and Mr. Shreyans Jain as Independent Directors of the Company to hold the office for a term of 5 (five) consecutive years upto 31st March, 2019.

The brief resume of the aforesaid Directors and other information have been given in the notice of the Annual General Meeting.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of BSE Limited 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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That 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 the year under review;

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts for the year under review, on a ''going concern'' basis.

AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, and pursuant to the recommendation of the audit committee of the Board of Directors of the Company M/s. Gupta Saharia & Co., Chartered Accountants (Firm Reg. no. 103446W), are being appointed as statutory auditors as per the resolution forming part of notice of the Annual General Meeting.

Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

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.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

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 Regu- latory authorities. The Directors also appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Company

Sd/- Place: Mumbai Sanjay Minda Date: 28th May, 2014 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the 30th Annual Report and the audited accounts of the Company for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Sales and other Income 2634.52 856.21

Profit before Depreciation and Tax 148.10 62.71

Depreciation 0.00 0.25

Profit Before Tax 148.10 62.46

Provision for Tax 48.05 17.02

Provision for Deferred Tax 0.00 (0.20)

Prior Year Tax Adjustment 0.00 (0.96)

Profit After Tax 100.05 46.60

Add: Profit brought forward from previous year 119.91 73.31

Balance Carried to Balance Sheet 219.96 119.91

RESULTS OF OPERATIONS

The year under review has witnessed an encouraging performance. With the new management taking over the company, your Company has achieved revenue of Rs.2634.52 Lacs as compare to Rs.856.21 Lacs in the corresponding previous financial year and your Company has recorded net profit of Rs.100.05 Lacs as compared to Rs.46.60 Lacs in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the financial year.

CHANGE OF NAME OF COMPANY

Pursuant to approval of Shareholders at Extra Ordinary General Meeting held on 28th May, 2012 and approval of Registrar of Companies, Maharashtra, the name of the changed to 'Wagend Infra Venture Limited".

CHANGES IN THE CAPITAL STRUCTURE

Issue of Convertible Warrants:

During the financial year the Board of Directors at its meeting held on 28th May, 2011 has issued and allotted to Promoters 12,50,000 convertible warrants at Rs.12 each convertible into equal number of equity shares of Rs.10 each were issued pursuant to shareholders approval at Extra Ordinary General Meeting held on 16th May 2011.

Allotment of Equity Shares:

During the year your Company has received application for conversion of 4,29,000 Warrants from Promoters and consequently on 13 th October, 2011 the Company has allotted 4,29,000 Equity Shares of Rs.10 each at Premium of Rs.2 per Share.

Consequent to the allotment of 4,29,000 Equity Shares paid-up Capital of the Company is increased to Rs.8,60,40,000 divided into 86,04,000 Equity Shares of Rs.10 each.

Sub-Division of Face Value:

Pursuant to shareholders approval at Extra Ordinary General Meeting held on 28th May, 2012, the face value of Equity Shares is sub-divided from one equity share of Rs.10 each to five equity share of Rs.2 each.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS

i). Composition of Board of Directors:

The Board comprises of five Directors, of which three are Independent Directors. Mr. Pratik Jain is Managing Director of the Company.

ii). Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Pramod Bhelose retire by rotation and being eligible, offer himself for reappointment.

ii). Changes during the year:

During the year Mrs. Geeta Kabra resigned as Director of the Company with effect from 14th April 2011, further Mr. Vinod Jain was appointed as Additional Director on the Board of Company with effect from 3rd May, 2011. At 29th Annual General Meeting held on 15th June 2011 the Shareholders have confirmed the appointment of Mr. Sanjay Minda, Mr. Pramod Bhelose, Mr. Shreyans Jain and Mr. Vinod Jain as Director liable to retire by rotation, who were earlier appointed as Additional Directors.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of BSE Limited 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That 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 the year under review;

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis.

AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company during the year under review amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

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: 13.08.2012 Chairman


Mar 31, 2011

The Directors take pleasure in presenting the 29th Annual Report and the audited accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarised below:

(Rs. in Lacs)

Particulars 2010 - 11 2009 - 10

Sales and Other Income 856.21 45.12

Profit before Depreciation and Tax 62.71 5.28

Depreciation 0.25 0.37

Profit before Tax 62.46 4.91

Provision for Tax 17.02 0.62

Provision for Deferred Tax (0.20) (0.12)

Prior Year Tax Adjustment (0.96) 0.02

Profit After Tax 46.60 4.39

Add: Profit brought forward from previous year 73.31 68.92

Balance Carried to Balance Sheet 119.91 73.31



RESULTS OF OPERATIONS

Total revenue of the Company for the financial year is Rs.8,56,21,436 as compare to Rs.45,11,824 in the corresponding previous year and the Company has achieved a net profit of Rs. 46,59,912 as compared to Rs. 4,38,675 in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the year.

CHANGES IN THE CAPITAL STRUCTURE

During the year, the Authorised Capital of Company was increased from Rs.1,00,00,000 to Rs.10,00,00,000 divided into 1,00,00,000 Equity Shares of Rs.10 each.

PREFERENTIAL ISSUE:

The Company with a view to raise funds for meeting increased needs of funds to pursue and expand its business activities had issued 77,75,000 Equity Shares of Rs.10/- each to investors. Consequent to the allotment of 77,75,000 Equity Shares in the Preferential Issue as above, the paid-up capital of Company has increased from Rs.40,00,000 to Rs.8,17,50,000 divided into 81,75,000 Equity Shares of Rs.10 each.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT

i). Change in Management and Control:

During the year Mr. Sanjay Kumar Minda acquired management and control of Company from the existing Promoters of the Company and become the Promoter of the Company vide Shareholders resolution passed through Postal Ballot under Section 192A of the Companies Act, 1956 on 8th March 2011.

ii). Composition of Board of Directors:

The Board comprises of five Directors, of which three are Independent Directors. During the year Mr. Pratik Jain is appointed as Managing Director of the Company.

iii). Changes during the year:

During the year Mrs. Namrata Kabra, Mrs. Bhavan Lahoti, Mrs. Geeta Kabra, Mr. Janardhan Vadyarapu and Mr. Narendra Harlalka resigned as Director of the Company. The Board placed on record the valuable contribution made by them during their tenure with the Company.

During the year, Mr. Sanjay Minda, was appointed as an Additional Director and Chairman of the Company with effect from 21st January 2011. The Company has received notice in writing from a member proposing the candidature of Mr. Sanjay Minda for the office of Director.

The Board of Directors had appointed Mr. Pramod Bhelose, Mr. Shreyans Jain and Mr. Vinod Jain as Additional Director on the Board of Company. The Company has received notices in writing from a member proposing the candidature of them for the office of Director.

CORPORATE GOVERNANCE

The Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

1. that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that 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 the year under review;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts for the year under review, on a ‘going concern’ basis.

AUDITORS

During the year M/s. Sandeep Rathi & Associates, Chartered Accountant, Mumbai resigned and M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, was appointed by the sharesholders as Statutory Auditors of the Company. M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company for year under review amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company’s customers, vendors, investors, business associates and bankers for the support to the Company.

The Directors also thank the Government, Statutory and Regulatory authorities. The Directors appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Sanjay Minda Chairman

Place: Mumbai Date : 28.05.2011


Mar 31, 2010

The Directors have pleasure in submitting Twenty Eighth Annual Report of the company and its Audited Accounts for the year ended March 31,2010.

Financial Results

During the financial year ended March 31,2010, the company has earned total income of Rs. 45,11,825/-and net profit of Rs. 4,38,675/- against total income of Rs. 3,25,907/- and net profit of Rs. 2,38,853/- during the previous financial year.

Directors

Smt. Geeta Kabra, Director retires by rotation and being eligible, offers herself for re-appointment.

Directors Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, your Directors State and confirm that:-

I) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii) That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2010 and of the profit of the company for the year ended on that date.

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the annual accounts have been prepared on a going concern basis. Fixed Deposit

Your company has not accepted fixed deposits from public and or employees and, as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

Personnel

There are no employees covered within the ceiling of the remuneration prescribed under Section 217 (2A) of the Companies Act, 1956.

Auditors

M/s. Sandeep Rathi & Associates, Chartered Accountants, Auditors of the company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Secretarial Compliance Certificate

The Secretarial Compliance Certificate required in terms of Section 383A of the Companies Act, 1956 issued by M/s. Rohit Bajpai & Associates, Company Secretaries, Ahmedabad to the effect that the Company has complied with the applicable provisions of the Act, is attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business of your company there are no particulars furnished in this report relating to the conservation of energy and technology absorption. There were no Foreign Exchange earnings or outgo during the year.

Acknowledgements

Your Directors greatly appreciate the Co-operation and support extended by the shareholders and the employees of the company at all levels.

By Order of the Board For Agarwal Holdings Limited

Sd/-

Geeta Kabra

Chairperson

Place: Mumbai Date : 30th April 2010