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.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directorsà 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 Ãgoing concernà 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 CompanyÃs 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