| Dear Members,
The Directors have pleasure in presenting their 25th Annual Report on
the business and operations of the Company and the accounts for the
financial year ended March 31th 2015.
1. Financial summary or highlights/Performance of the Company
Particulars Year ended on Year ended on
31/03/2015 31/03/2014
Total Revenue from operation 64684770 75631791
Total Expenditure 62639468 81654366
Profit/(Ioss) from Ordinary activities 2045302 (221630)
before tax
Less: Tax Expenses 677200 (667102)
Net Profit /(loss) from Ordinary 1368102 (1829384)
activities after tax
Add: balance brought forward 1643547 3472931
Balance carried forward to Balance 3011649 1643547
Sheet
2. Slate of Company's affair
The company is now mainly engaged in the business of merchant exporting
of footwear. With this change of business strategy, the company has
earned a profit of Rs. 2045302/- before tax after providing for
depreciation of Rs 1514652/- as compared to last year's loss of Rs.
2496486/-. No Material changes has been occurred subsequent to the
close of the financial year of the Company to which the balance sheet
relates and the date of the report also there is no change in the
nature of the business of the company during the year. The CSR
provisions were not applicable on the company during the year under
review. No deposits were accepted or remain unpaid, nor did any default
occur during the year.
3. Reserves and Dividends
No amount is transferred to the general reserve of the company during
the year. Also. Board of Director's do not recommended any dividend for
the financial year 2014-15.
4. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements
The Company has a well placed proper and adequate internal control
system commensurate with the size and nature of its business. The Board
has appointed Internal Auditors to more strengthen the internal control
system. Internal Auditors directly reports to the Audit Committee or
Board of Directors of the Company. The Audit Committee reviews adequacy
and effectiveness of the Company's internal control environment and
monitors the implementation of audit recommendations.
5. Directors and KMP's
Mr. Deepak Mehrotra and Mr. Rajeev Agarwal has been appointed as
independent director on 21st March, 2015. Also, Ms. Parul Jain has been
appointed as Company secretary and Mr. Krishna Singh as Chief Financial
Officer. Mrs. Renu Agarwal was re-appointed as director in the last AGM
held on 29.09.2014 when retired by rotation.
The Board has met 5 tunes during the year 30.05.2014. 14.08,2014,
14.11.2014. 31.01.2015 and 21.03.2015 of which meetings proper notices
has been given. In accordance with the new- Companies Act, the Audit
Committee. Nomination and Remuneration Committee, Stakeholder
Relationship Committee & Vigil Mechanism was duly formulated. Mr. Anil
Agarwal (Managing Director) was appointed Chairman of Audit committee
along with Mr. Rajeev Agarwal (Independent Director) and Mr. Deepak
Mehrotra (Independent Director) of the Company. Further Ms. Renu
Agarwal, Mr Lalit K, Chhawchharia. Mr. Deepak Mehrotra and Mr. Rajeev
Agarwal were appointed as members of Nomination and Remuneration
Committee.
6. Statutory Auditors and Report
B, Chhawehharia & Co. (FRN-305123E) Chartered Accountant continue to be
the statutory auditors of the company having been appointed for 3 years
up to 2017 in the last AGM.
With reference to the qualification made in the Auditor Report in
relation to not disclosing particulars as required in pursuance to
Accounting Standard-15 "Employee Benefit", the members are informed
that the same was not possible since it is not received from LIC
respect to the Employee Gratuity Fund.
7. Secretarial Audit Report
A Secretarial Audit Report given by M/s Akarshika Goel & Co. (C.P. No
12770) a company secretary in practice is annexed herewith. With
reference to the qualifications made under Secretarial Audit Report the
members are informed:-
(a) In respect to the members who are promoters containing more than
900 members, the company has already initiated action to transfer the
same to public holdings.
(b) Regarding e-voting the same has been complied with.
(c) Since, there is absolutely 'NIL' volume of trading of the Company's
share on CSE and the company shares are actively traded in BSE, the
company has decided to delist its shares from CSE.
8. Share Capital
No equity shares. Sweat equity. Stock Options was made during the year.
No money was advance by the Company to purchase the Company's Share.
9. Details of Subsidiary and its performance and financial position
The company has a subsidiary company i.e. Blackberry Properties
Advisory' Private Limited. Its registered office is at 5-F, Everest
46/C, Chowringee Road, Kolkata-700071. The Blackberry Property Advisory
Private Limited does not have any business operation. However it gets a
rent from a premise which is rented out. The company has earned a net
profit of Rs.264268 /- as compared to last year's loss of Rs.
43620.00/-
10. Particulars of loans, guarantees or investments under section 186
The company has deployed funds in interest bearing ICD's during the
year to M/s WIG Brothers Cons. Private Limited. The loan has been
approved by the board and interest is being received regularly.
11. Particulars of contracts or arrangements with related parties
The company does not have any contract or arrangements with related
parties referred to in sub-section (1) of section 188 of the Companies
Act, 2013. Therefore, Form AOC-2 prescribed therein may be considered
as NIL.
12. Conservation Of Energy & Technology Absorption
The company constantly endeavors to conserve energy. Ail steps in
pursuance thereof have already been taken in the previous years. Ever
since the nature of the business was changed from manufacturing
exporters to merchant exporter expenditure on technology up-gradation,
product development etc has also been curtailed as not required for the
nature of business.
13. Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows is Rs. 525.85
lacs and the Foreign Exchange outgo is Rs. 6.37 lacs during the year.
14. Extract of the annual return
The extract of annual return in Form No MGT9 has attached with the
Board's report.
15. Managerial Remuneration
i. Total remuneration to the MD has remained unchanged at Rs.
1680000/- during the year.
ii. There were only 10 employees on permanent roll of the company as
on March 31,2015.
iii. The total remuneration paid to ICMP's appointed on 21.03.2015 was
based on the terms of the service contract which had been paid for
availing their services.
iv. The percentile increase in the salaries of the other employees is
13% whereas percentile increase in the salaries of the managerial
personnel is nil.
16. Variations in the market capitalization
Market Capitalization as on 31-03-2015= 2,68,21,809/- (2970300*9.03)
Market Capitalization as on 31 -03-2014 1,21,48,527/- (2970300*4.09)
Price Earnings Ratio (Price/EPS): As on 31 -03-2015-0.46; As on 31
-03-2014- (0.62)
17. Directors' Responsibility Statement
As per Section 134 of the Companies Act, 2013, your Directors hereby
confirm 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 and
loss 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:
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively,
18. E-Mail ID's of Shareholders
Pursuant to the "Green Initiative in Corporate Governance", the
Ministry of Corporate Affairs, Government of India, through its
Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011
respectively, has allowed companies to send official documents to their
shareholders electronically. Please update your e-mail address (i) to
the Depository Participant, where the shares are held in electronic
form and (ii) to the Company / Share Transfer Agent, where shares are
held in the physical form.
The shareholders are requested to make a note that from next year the
Company shall follow the Green Initiative and send the Annual Report
and the AGM notice and other communications only by electronic media.
19. Acknowledgements
Your Directors take this opportunity to thank Regulatory and Government
Authorities the Company's shareholders, investors, customers, bankers,
and other stakeholders for their continued support to the company. Your
Directors express their deep sense of appreciation towards all the
employees and staff of the company.
For and on behalf of the Board of Directors
Worldwide Leather Exports Limited
Date: 17th July 2015 Managing Director
Place: Gurgaon Anil Agarwal
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