Dear Members,
Your Directors are delightfully presenting the 41st Report of the Board
of Directors ("Board") of Wardwizard Innovations & Mobility Limited
("Company" or "Wardwizard" or "WIML"), on the
business and operations of the Company, together with the Audited Standalone and
Consolidated Financial Statements for the Financial Year (FY) ended 31st
March, 2023.
SUMMARY OF FINANCIAL PERFORMANCE
On a standalone basis, the revenue from operations for FY 2023 was Rs. 23,892.60 Lakhs,
higher by 29.46 percent over the previous year's revenue of Rs. 18,456.10 Lakhs in FY
2022. The Profit after Tax (PAT) attributable to shareholders for FY 2023 (FY 2022-20 23)
and FY 2022(FY 2021-2022) was Rs. 944.21 Lakhs and Rs. 847.72 Lakhs, respectively.
On a consolidated basis, the revenue from operations for FY 2023 was Rs. 23,892.60
Lakhs. The Profit after Tax (PAT) attributable to shareholders for FY 2023 (FY 2022- 2023)
Rs. 885.15 Lakhs.
FINANCIAL HIGHLIGHTS
Your Company's financial highlights for the year ended 31st March, 2023 and
31stMarch, 2022 are as follows:
(Amount (Rs.) in Lakhs)
Particulars |
Standalone |
|
2022-23 |
2021-22 |
Total Income |
23928.87 |
18514.07 |
EBITDA |
1956.77 |
1447.48 |
Finance Cost |
76.68 |
- |
Depreciation, Amortization, Impairment |
494.94 |
233.30 |
Profit Before Tax |
1385.15 |
1214.18 |
Current Tax |
455.90 |
400.00 |
Deferred Tax charge |
(14.96) |
(33.54) |
Net Profit After Taxation |
944.21 |
847.72 |
Final Dividend Paid |
56.66 |
36.36 |
Paid up Equity Share Capital |
2606.94 |
2592.17 |
Basic Earnings per Equity Share (in Rs.) |
0.36 |
0.35 |
Reserves |
6272.94 |
3632.08 |
|
(Amount (Rs. |
) in Lakhs) |
|
Consolidated |
Particulars |
2022-23 |
2021-22 |
Total Income |
23928.23 |
- |
EBITDA |
1897.71 |
- |
Finance Cost |
76.68 |
- |
Depreciation, Amortization, Impairment |
494.94 |
- |
Profit Before Tax |
1326.09 |
- |
Current Tax |
455.90 |
- |
Deferred Tax charge |
(14.96) |
- |
Net Profit After Taxation |
885.15 |
- |
Final Dividend Paid |
56.66 |
- |
Paid-up Equity Share Capital |
2606.94 |
- |
Basic Earnings per Equity Share (in Rs.) |
0.34 |
- |
Reserves |
6211.44 |
- |
KEY FINANCIAL RATIOS: (standalone basis)
Particulars |
2022-2023 |
2021-2022 |
Debtors Turnover Ratio |
16.82 Days |
42.19 Days |
Inventory Turnover Ratio |
2.74 |
4.02 |
Current Ratio |
1.16 : 1 |
1.12:1 |
Operating Profit Ratio |
18.00% |
6.58% |
Net Profit Margin |
4.00% |
4.59% |
Return on Net worth |
10.66% |
19.51% |
Debt/Equity Ratio |
0.14 : 1 |
0.00:1 |
BUSINESS AND OPERATIONAL HIGHLIGHTS
Wardwizard Innovations & Mobility Limited, has emerged as a frontrunner in the
electric vehicle industry, offering a wide range of cutting-edge, sustainable vehicles
that appeal to a diverse customer base. With a focus on technological advancements,
sustainability, and global expansion, the company continues to drive the transition
towards a cleaner and greener future. As the demand for electric vehicles continues to
surge, the company is poised to play a pivotal role in shaping the future of
transportation and making sustainable mobility accessible to all.
Located in Vadodara, currently, the Company has a production capacity of 400,000 units
of Electric Scooters and bikes per year on a three-shift plan. This capacity can meet the
expected demand and the Company's growth plans in the coming years. In FY 2022-2023 the
Company commissioned the automated assembly line during the year. For strengthening the EV
value chain and to ensure a seamless supply of EV parts the Company is setting up the EV
clusters under the name Wardwizard EV Cluster in about 4 million sq feet area in Vadodara
in proximity to the current facility.
The Company manufactures 12 scooters and bikes variants under the brand name Joy
e-bike. The Company has 550+ dealership touchpoints and we are present in 50+ cities in
PAN India. With Joy e-bike we believe in empowering the small businesses and with
innovation being an integral part, our idea is to bring something new to the market, which
can also help fight climate change. A part of Wardwizard Innovations & Mobility
Limited, with more than 10+ trendy models, designed to meet the diverse needs of consumers
and businesses. These vehicles boast impressive performance, long-range capabilities, and
innovative features, making them a compelling choice for eco-conscious individuals and
organizations. Joy e-bike presents you with a ride that won't cost our planet, so you can
contribute towards the well-being of our planet in style.
(Amount (Rs.) in Lakhs)
Sr. No Segment |
Segment Revenue |
Segment Results (PBT) |
1. Segment 1-Joy e-bike |
23878.06 |
1458.73 |
2. Segment 2- Vyom |
14.54 |
0.89 |
3. Segment 3- Sale of services |
0 |
0 |
4. Unallocated Segment |
36.27 |
2.22 |
|
23928.87 |
1461.84 |
Less: Interest |
0 |
(76.68) |
Total |
23928.87 |
1385.15 |
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared in accordance with Indian Accounting
Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified
under Section 133 of the Companies Act, 2013 and other relevant provisions of the
Companies Act, 2013, the Consolidated Audited Financial Statements forms part of the
Annual Report. As per the provisions of Section 136 of the Companies Act, 2013 and
Regulation 46 (2) of SEBI LODR, the Company has placed separate audited accounts of its
Subsidiary on the Company's website
https://wardwizard.in/investor-relations/policies-and-strategy/incl-subsidiary-company-detai
CHANGE IN THE NATURE OF BUSINESS
The nature of business of the Company remained unchanged and there were no significant
or material orders passed by regulators, courts, or tribunals impacting the Company's
operations in the future.
DIVIDEND
Your Directors are happy to propose based on the Company's existing profitability, a
final dividend of Rs. 0.10/- (Ten Paisa only) per equity share which is 10% dividend on
the face value of Rs. 1/- each fully paid-up capital of the Company as on the record date
i.e Tuesday, 19th September, 2023 subject to the approval of Shareholders at
the forthcoming Annual General Meeting. Companies are required to pay/distribute dividends
after deducting applicable taxes.
The Company recommended/declared dividends as under:
PARTICULARS |
Dividend Per Share |
Dividend Per Share |
|
FY 2022-23 |
FY 2021-22 |
Interim dividend |
-- |
-- |
Final dividend (At 10% of Face Value per share) |
Rs. 0.10/- |
Rs.Rs. 0.075/- |
Total dividend |
Rs. 0.10/- |
Rs. 0.075/- |
The aforesaid final dividend was recommended by the Board of Directors at its meeting
held on 08th May, 2023 and its payment is subject to the approval of the
shareholders at the ensuing Annual General Meeting (AGM) of the Company to be held on
Tuesday, 26th September, 2023. The book closure dates for the purposes of the
AGM and final dividend will be Tuesday, 19th September, 2023 to Tuesday, 26th
September, 2023 and will be paid within a period of 30 days from the date of declaration
to those Members who have not waived their right to receive the dividend for the FY
2022-23
DIVIDEND DISTRIBUTION POLICY
? ?Pursuant to Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(Listing Regulations), the Board has formulated a Dividend Distribution
Policy. The Dividend Distribution policy is available on the Company's website at
https://wardwizard.in/show-file/?title=Dividend%20
distribution%20policy&file=TVRJek5nPT0= ? ?Your Company is in compliance with
its Dividend Distribution Policy as approved by the Board.
? ?A shareholder has the option to waive or renounce their right to receive the
dividend on some or all of the equity shares they own in the company as of the Record Date
which is the date used to identify the members who are eligible for the dividend.
TRANSFER TO GENERAL RESERVES
During the Year under review, the Board is not considering any transfer of amount to
General Reserves Mandatory transfer to general reserve is not required under the Companies
Act, 2013.
UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF).
Pursuant to the provisions of Section 124 and 125 of the Act and other relevant
provisions of the Act, the dividend which remains unpaid/unclaimed from the date of
transfer to the unpaid/ unclaimed dividend account of the Company is required to be
transferred to the Investor Education and Protection Fund (IEPF) set up by the Government
of India. The unclaimed dividend for the financial year 2020-21 and all subsequent years
must be claimed as early as possible failing which, it would be transferred to IEPF as per
the (tentative) dates mentioned herein below:
Financial Year |
Date of Declaration of Dividend |
The due date for transfer to IEPF |
2020-21 |
20th August, 2021 |
23rd September, 2028 |
2021-22 |
30th August, 2022 |
30th September, 2029 |
Members who have not yet encashed their dividend warrant(s) are requested to make their
claims to the Company without further delay. Detailed Information of Transfer to IEPF is
available at Company's Website at: https://wardwizard.in/dividend-details-pattern/ The
statement of Unclaimed Dividend is available on Company's website at
https://wardwizard.in/investor-relations/dividend/
unclaimed-dividends-iepf-details/unclaimed-dividend/
MATERIAL EVENTS DURING THE YEAR UNDER REVIEW SHARE CAPITAL: RIGHTS ISSUE OF EQUITY
SHARES
During the year under review, the Company had issued and allotted 56,70,303 partly paid
up equity shares of Rs. 1/- each of the Company on Rights issue basis, to its existing
equity shareholders as on the record date i.e., 22nd January, 2022 at Issue
price of Rs. 82/- per equity share including share premium of Rs. 81/- per share. An
amount equivalent to 50% of the issue price viz. Rs. 41/- per rights equity share which
constitutes 50% of the Issue Price (i.e., Face Value of Rs. 0.50/- and Share Premium of
Rs. 40.50/-) was received on application. In accordance with the terms of issue, the Board
of Directors at its meetings held subsequently made the following two calls on the
aforesaid equity shares: a. RECEIPT OF FIRST AND FINAL CALL MONEY NOTICE ON PARTLY
PAID-UP EQUITY SHARES ISSUED ON RIGHTS BASIS
The Board at its meeting held on Friday, October 07, 2022, had decided and approved:
First and final call of Rs. 41.00/-(Rupees Forty-one Only) (comprising Rs. 0.50 towards
face value and Rs. 40.50 towards share premium) per Rights Share in respect of 56,70,303
(Fifty-six Lakhs Seventy Thousand Three Hundred and Three) partly-paid Rights Shares,
payable during the period from Monday, November 14, 2022 to Monday, November 28, 2022,
both days inclusive. Further, the Company has approved at its Board Meeting held on 12th
December, 2023, the conversion of 24,91,631 partly paid-up equity shares of paid up value
Rs. 0.50/- into fully paid-up equity shares of face value Re. 1/- each against 56,70,303
partly paid-up equity shares (originally allotted as party paid-up equity shares on 15th
March, 2022) in pursuant to First and Final Call Money Notice dated Saturday 29th October,
2022. The Company has received Rs. 10,21,56,871/- (Rupees Ten Crores Twenty-One Lakhs
Fifty Six Thousand Eight Hundred Seventy One only) against of Rs. 23,24,82,423/-(Rupees
Twenty Three Crores Twenty Four Lakhs Eighty Two Thousand Four Hundred Twenty-Three only)
in pursuant to First and Final Call Money Notice dated Saturday, 29th October,
2022. b. RECEIPT OF FINAL CALL MONEY-CUM-FORFEITURE NOTICE ON PARTLY PAID-UP EQUITY
SHARES ISSUED ON RIGHTS BASIS
In terms of the First and Final Call Money Notice dated Saturday, October 29th,
2022 issued to the holders of partly paid-up equity shares of the Company, the Board of
the Company at its meeting held on Monday, 06th February, 2023, approved to
send Final Call Money-cum-Forfeiture Notice for payment of Final Call Money of Rs. 41/-
per partly-paid up equity share (comprising Rs. 0.50/- towards face value and Rs. 40.50/-
towards share premium)
(Final Call Money-cum-Forfeiture Notice), to the holders of such partly
paid-up equity shares on which the First and Final Call money remains unpaid, payable
during the period from 20th February, 2023 to 6th March, 2023, both
days inclusive. Further, the Board at its meeting held on 31st March, 2023
approved the conversion of 18,20,269 partly paid-up equity shares of paid up value Rs.
0.50/- into fully paid-up equity shares of face value Rs. 1/- each against 31,78,672
partly paid-up equity shares of the company (originally allotted as partly paid-up equity
shares on 15th March, 2022) in pursuant to Final Call Money-Cum-Forfeiture
Notice dated Monday 13th February, 2023. The Company has received Rs.
7,46,31,029/- (Rupees Seven Crores Forty-Six Lakhs Thirty-One Thousand Twenty-Nine only)
against of Rs. 13,03,25,552/- (Rupees Thirteen Crores Three lakhs Twenty-Five thousand
Five hundred Fifty-Two only) in accordance with a copy of the working of allotment and the
list of allottees which have been received from Purva sharegistry (India) Pvt. Ltd,
Registrar and Transfer Agent (RTA) of the Company, in pursuant to Final Call
Money-Cum-forfeiture notice dated Monday,13th February, 2023.
The funds raised by the Company through Rights Issue, have been utilized for the
objects stated in the Letter of Offer, dated Tuesday, 18th January, 2022.
The main object of the Rights Issue was:
1. For Augmentation of Working Capital Purposes; and 2. General Corporate Purposes
Forfeiture of Shares:
The Board of the Company at its meeting held on Friday, March 31, 2023 have approved
the forfeiture of 13,58,403 partly paid up equity Shares of face value of Rs. 1/- each on
which First and Final Call money remains unpaid from the concerned shareholders the
balance call money of Rs. 41/- per share in pursuant to the Final Call
Money-Cum-Forfeiture Notice dated Monday, 13th February, 2023.
The converted shares ranked pari passu with the existing fully paid-up equity shares
and details are as follows:
Sr. No. |
Date of Allotment |
Shares Allotment Summary |
1 |
15th March, 2022 |
56,70,303 Partly paid up shares Allotted |
2 |
12thDecember, 2022 |
24,91,631 Shares converted into Fully Paid (Out of 56,70,303 Originally
Allotted on 15thMarch, 2022) |
3 |
31st March,2023 |
18,20,269 Shares converted into Fully Paid (Out of 31,78,672 Originally
Allotted on 15thMarch, 2022) |
4 |
31st March,2023 |
13,58,403 Shares Forfeited by Board which was originally allotted on 15thMarch,
2022 |
* As on date of this report, there is no partly paid up shares in the Company.
UTILISATION OF PROCEEDS
Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), the Statement of Deviation or Variation was
reviewed by the Audit Committee as below.
Status of Utilisation of Rights Issue Proceeds are mentioned in the below table:
(Amount (Rs.) in Lakhs)
Fund Raised |
Fund Utilised |
Fund Unutilised |
1768.04 |
1018.33 |
749.71 |
There has been no Variation or deviation in the utilization of the funds raised by the
Company as stated in the Letter of Offer, dated Tuesday, 18thJanuary, 2022.
Further, the details of Utilization of Rights Issue proceeds for the year ended 31st
March, 2023 have been provided in notes to the Accounts of the Financials of the Company.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on BSE Limited Stock Exchange (Scrip
Code: 538970) The Company has paid the Annual Listing Fees for FY 2022- 2023 to the said
Stock Exchange as required.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
Your Company has a wholly owned subsidiary in Singapore i.e.,
Wardwizard Global PTE. LTD. as at 31st March, 2023.
The Company has not attached the Balance Sheet, statement of profit & loss and
other related documents of its subsidiary. As per the provisions of Section 129(3) read
with Section 136 of the Companies Act, 2013, a statement containing brief financial
details of the subsidiary for the Financial Year ended 31st March, 2023 in Form
AOC 1 is included in the annual report and shall form part of this report as
Annexure- A. Further, pursuant to provisions of Section 136 of the Act, the
financial statements, including Consolidated Financial Statements of the Company along
with relevant documents and separate audited accounts in respect of subsidiary is
available on the website of the Company and the detailed policy for determining material
subsidiaries as approved by the Board is uploaded on the Company's website and can be
accessed at the Web-link:
https://wardwizard.in/show-determining%20Material%20Subsidiaries&file=TXpVMg== As on
31st March, 2023 there are no associate or joint venture companies
MANAGEMENT- DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:
During the year under review, there is change in the composition of the Board as stated
below:
COMPOSITION OF THE BOARD TILL DATE OF THE REPORT I.E. 28th August, 2023
Name of the Director |
Category/Designation on Board |
1. Mr. Yatin Sanjay Gupte |
: Managing Director, |
|
Chairman, Executive |
|
Director (Promoter) |
2. Mr. Sanjay Mahadev Gupte |
: Executive Director |
3. Mrs. Sheetal Mandar |
: Non-Executive Non- |
Bhalerao |
Independent Director |
4. Mr. Bhargav Govindprasad |
: Non-Executive |
Pandya |
Independent Director |
5. *Mr. Avishek Kumar |
: Non-Executive |
|
Independent Director |
6. *Mr. Preyansh Bharatkumar |
: Non-Executive |
Shah |
Independent Director |
7. *Mrs. Rohini Abhishek |
: Non-Executive |
Chauhan |
Independent Director |
|
(Woman) |
8. *Dr. John Joseph |
: Additional Non- |
|
Executive Independent |
|
Director |
* 9. Lt General Jai Singh Nain |
: Additional Non- |
(Retd) |
Executive Independent |
|
Director |
10. **Mrs. Sneha |
: Executive Director |
Harshvardhan Shouche |
|
* Appointment, ** Resignation
* The Board of Directors of the Company at its meeting held on 19th May,
2022 approved the appointment of Mrs. Sheetal Mandar Bhalerao effective from 20th
May, 2022. The appointment of Mrs. Sheetal Mandar Bhalerao has already been regularized
and approved By the members of the Company at Extra Ordinary General Meeting
(EOGM) held on 18th August 2022 as per the requirements of the Act
and Listing Regulations and all other applicable laws.
*Mr. Avishek Kumar (DIN: 09314508) was appointed as Additional Non-Executive
Independent director with effective from Board Meeting dated 06th December,
2022. The appointment of Mr. Avishek Kumar has already been regularized and approved for
the period of Five (5) years by the members of the Company at Extra Ordinary General
Meeting (EOGM) held on 03rd March, 2023 as per the requirements of
the Act and Listing Regulations and all other applicable laws.
*Mr. Preyansh Bharatkumar Shah (DIN: 07885677) appointed as Additional Non-Executive
Independent Director and Mrs. Rohini Abhishek Chauhan (DIN: 10147439) appointed as
Additional Non-Executive Independent Woman Director at the Board meeting dated 08th
May, 2023. The appointment of Mr. Preyansh Bharatkumar Shah and Mrs. Rohini Abhishek
Chauhan have already been regularized by the members of the Company by way of Postal
Ballot held on 28th July, 2023 for the period of Five (5 )Years as per the
requirements of the Act and Listing Regulations and all other applicable laws.
* The Board of Directors of the Company at its meeting held on 28th July ,
2023 approved the appointment of Dr. .John Joseph (DIN: 08641139 ) Additional
Non-Executive Independent Director. The regularization of Dr. John Joseph to be considered
in ensuing Annual General Meeting of the Company on Tuesday, 26th September
2023, Subject to Approval of Members of the company.
* The Board of Directors of the Company at its meeting held on 28th August,
2023 approved the appointment of Lt General Jai Singh Nain (Retd) (DIN: 10289738)
Additional Non- Executive Independent Director. The regularization of Lt General Jai Singh
Nain (Retd) to be considered in ensuing Annual General Meeting of the Company on 26th
September 2023, Subject to Approval of Members of the company.
**Mrs. Sneha Harshvardhan Shouche (DIN: 08857960), Executive Director of the Company,
vide her letter dated 13th May, 2022 expressed her inability to continue as
Director of the Company due to increase in her work as a Chief Financial officer, tendered
her resignation as an Executive Director of the Company, effective from the closure of
Company's business hours dated 19th May, 2022.
RETIRE BY ROTATION
At the 41st Annual General Meeting (AGM), the following
appointment/re-appointment is being proposed: Mr. Sanjay Mahadev Gupte, Executive Director
(DIN: 08286993), shall retire by rotation and being eligible, offers himself, for
re-appointment. Details of the proposal for the re-appointment of Mr. Sanjay Mahadev
Gupte, Executive Director (DIN: 08286993), along with his brief resume is mentioned in the
Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3)
of the Listing Regulations as annexed to the Notice of the 41st AGM. The Board
recommends the re-appointment / appointment of the above Director.
KEY MANAGERIAL PERSONNEL (KMP)
Following are the KMPs of the Company in terms of Section 203 of the Act
Mr. Yatin Sanjay Gupte |
: Managing Director (MD) |
Mr. Deepakkumar Mineshkumar Doshi (Appointed: 07th
October, 2022) |
: Chief Financial Officer (CFO) |
Mrs. Sneha Harshvardhan Shouche |
: Chief Financial |
(Resigned: 07th October, 2022) Officer(CFO) |
Ms. Jaya Ashok Bhardwaj |
: Company Secretary & Compliance officer (CS & CO) |
MEETINGS OF THE BOARD OF DIRECTORS
During the year, 12 (Twelve) Board Meetings and 09 (Nine) Audit Committee Meetings were
convened and held. The intervening gap between the Meetings was within the period
prescribed under the Act. The details of these Meetings, including of other committee
meetings, with regard to their dates and attendance of each of the Directors thereat, have
been set out in the Report on Corporate Governance.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Act: i) That in the preparation of the Annual Financial
Statements for the FY ended 31st March, 2023, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any. ii) That 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 as on March 31st,
2023, and of the profit of the Company for the period ended on that date. iii) The
Directors have taken sufficient and proper 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 material fraud and other irregularities; iv) The
Directors had prepared the annual accounts for the FY ended 31st March, 2023 on
a going concern basis; v) That 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.
vi) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively;
DECLARATION BY INDEPENDENT DIRECTORS AS ON 31st MARCH, 2023
Mr. Bhargav |
- Non-Executive Independent |
Govindprasad Pandya |
Director |
Mr. Mukeshkumar |
- Non-Executive Independent |
Bapulal Kaka |
Director |
Mrs. Neelambari |
- Non-Executive Independent |
Harshal Bhujbal |
Director (Woman) |
Mr. Avishek Kumar |
- Non-Executive Independent |
|
Director (Appointed: 06th December, 2022) |
The Company has received necessary declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence prescribed under the
Act and the Listing Regulations.
A separate meeting of the Independent Directors of the Company was held on 06th
February, 2023, inter-alia, to discuss evaluation of the performance of Non-Independent
Directors, the Board as a whole, evaluation of the performance of the Chairman, taking
into account the views of the Executive and Non-Executive Directors and the evaluation of
the quality, content and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole.
BOARD DIVERSITY
The Company recognizes and sets out the approach to have diversity on the Board of the
Company in terms of thought, knowledge, skills, regional and industry experience, cultural
and geographical background, perspective, gender, age, ethnicity and race in the Board,
based on the laws/regulations applicable to the Company and as appropriate to the
requirements of the businesses of the Company.
BOARD COMMITTEES
The Company has various committees pursuant to the requirements of the Act read with
the rules framed thereunder and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015. The details relating to the
same are given in the report on Corporate Governance forming part of this Report and the
following Committees during the FY 2022-23. 1. Audit Committee 2. Nomination and
Remuneration Committee 3. Stakeholders Relationship Committee 4. Corporate Social
Responsibility Committee 5. Rights Issue Committee 6. Fund Raising Committee 7. Risk
Management Committee
AUDIT COMMITTEE
The Company has an Audit Committee pursuant to the requirements of the Act read with
the rules framed thereunder and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015. The details relating to the
same are given in the report on Corporate Governance forming part of this Report. During
the year under review, the Board has accepted all recommendations of the Audit Committee
and accordingly, no disclosure is required to be made in respect of non-acceptance of any
recommendation of the Audit Committee by the Board.
Note: A detailed note on the attendance, composition of the Board and Committees along
with other disclosures are provided in the Corporate Governance Report Section of this
Annual Report.
Meetings of the Board and Committees held during the year are in compliance with the
Act & SEBI LODR read with circulars and notifications issued by the Ministry of
Corporate Affairs and SEBI in this regard
DIRECTORS AND OFFICERS INSURANCE (D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the
Company has taken Directors and Officers Insurance (D&O') for all its Directors,
KMPs and members of the Senior Management.
BOARD PROCESSES, PROCEDURES AND PRACTICES
Company believes that a great Board should consist of vibrant and diversified
members who clearly knows their role and fulfills the responsibility entrusted in them.
The Board follows a structured process and practices to lead the Company in an effective
and efficient manner to achieve its Vision.
Board process and practices broadly comprise sharing the agenda, convening the
meetings, decision making at the meetings, finalizing the minutes, and supervising of the
Board committees. The Company follows the best practices in convening and conducting
meetings of the Board and its committees
A minimum of 4 (four) Board meetings is held each year with the time gap between
any two successive meetings not exceeding 120 (One Hundred Twenty) days. The Notice and
detailed agenda along with the relevant notes and other material information are sent in
advance separately to each Director and in exceptional cases tabled at the meeting with
the approval of the Board. This ensures timely and informed decisions by the Board
During the meeting constructive discussions are facilitated leading to effective
decision making. The Chairman ensures that adequate time is available for discussion of
all agenda items in particular strategic issues.
The Company provides the information as set out in Regulation 17 read with Part
- A of Schedule II of the Listing Regulations, to the Board and the Board Committees to
the extent it is applicable and relevant. Such information is submitted either as a part
of the agenda papers in advance of the respective meetings by way of presentation and
discussions during the Meetings.
BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management
Committee and Stakeholders Relationship Committee, Rights Issue Committee, Fund Raising
Committee. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
FAMILIARIZATION PROGRAMMES
The Company's Board Members have been given the chance to become acquainted with the
Company, its Management, and its operations. As part of the Familiarization Programme,
your Company conducts various programs, sessions and seminars for the Directors, from time
to time, to update them with various aspects covering the industry including the business
process, procedures, laws, rules and regulations as applicable for the business of the
Company, making presentations on the business areas of the Company including business
strategy, risk opportunities, quarterly performance of the Company, etc The documents are
given to the Directors so they can better understand the Company, its numerous operations,
and the sector in which it competes. A formal letter of appointment is issued to the
Directors at the time of their appointment, capturing their roles, functions, duties,
responsibilities and expectations of the Board. Familiarization Program for Independent
Directors is to enable them to familiarize themselves with the Company, its Management and
Operations The Directors of your Company are given the full opportunity to interact with
Senior Management Personnel and provided with the access to all the documents/ information
sought by them to have a good understanding of the Company, its business and various
operations and the industry of which it is a part Senior management staff of the Company
inform the Board Members on a regular basis on the Company's operations, plans, strategy,
risks involved, new initiatives, and so on, and ask their comments and suggestions on the
same. Furthermore, the Directors are briefed on their respective roles and obligations as
they emerge. The detailed policy on the familiarization programme is available on the
website at https://wardwizard.in/show-file/?title=Familiarisation%20programme%20for%20
Independent%20Directors&file=TVRnME5nPT0=
CODE OF CONDUCT
The Company has laid down a policy which has been effectively adopted by the Board
Members and Senior Management Code of Conduct Personnel of the Company.
The detail policy on the Code of Conduct is available on the website at
https://wardwizard.in/show-file/?title=Code%20 of%20Conduct&file=TVRJek53PT0=
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the Managing Director affirming compliance with the Company's
Code of Conduct by the Directors and Senior Management Personnel, for the financial year
2022-23, as required under Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 forms a part of this
Annual Report.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186
The details of Loans, Investments, Guarantees, and Securities made during the financial
year ended 31st March, 2023 as per the provisions of Section 186 of the Act and
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, are given in the Notes to the Financial
Statements forming part of Annual Report.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The CSR Committee constituted by the Board of Directors at their meeting held on 19th
May 2022 in terms of the provisions of Section 135(1) of the Act reviews and restates the
Company's CSR policy in order to make it more comprehensive and aligned in line with the
activities specified in Schedule VII of the Act The Annual report on CSR activities as
prescribed under Companies (Corporate Social Responsibility Policy) Rules 2014 is enclosed
as Annexure -E to the Boards Report.
Focus: The Wardwizard Group under CSR Projects focuses on issues relating to
Environment, Safety, Innovation, Natural Calamity and pandemic support, Community
engagement and development, Education &Academia Connect, Joy of Giving etc.
Objective: Contributing to a better Society and Long-term sustainable development,
environment and other Vital Areas falling under the ambit of CSR.
Implementation: CSR Programs, projects or activities of the Company should be
implemented through following method: 1. Directly by the Company or 2. Through
implementing Agencies specified sub rule (1) of rule 4 of Companies (Corporate Social
Responsibility Policy) Rules,2014 3. In Collaboration with other Companies for undertaking
projects or programmes or CSR activities in such a manner that CSR committee can report
separately on such projects or programmes.
The policy on Corporate Social Responsibility can be accessed at
https://wardwizard.in/show-file/?title=CSR%20 Policy&file=TVRRMk1nPT0= .
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the provisions of Section 124 and 125 of the Act and Investor
Education and Protection fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
Rules), dividends of a company that remain unpaid or unclaimed for a period of seven
consecutive years from the date of transfer to the Unpaid Dividend Account shall be
transferred by the Company to the Investor Education and Protection Fund
(IEPF). In terms of the foregoing provisions of the Act, the Company declared
final dividends which were approved by members of the Company for FY 2020-21 and FY
2021-22 at their respective Annual General Meetings. Brief Summary of Dividend declared
and due date for transfer to IEPF are as mentioned in the table below:-
Financial Year |
Type |
Dividend per share (In. Rs.) |
Dividend Declared |
Date of Declaration |
Date of opening of unpaid/ unclaimed dividend account |
Due date for Transfer to IEPF |
Last date for transfer of Unclaimed dividend to IEPF |
2020-21 |
Final Dividend |
Rs. 0.05/- (Five paisa only) per equity share of Rs. 1/- (One rupee)
each fully paid-up |
5% |
20-Aug-2021 |
24-Sep-2021 |
23-Sep-2028 |
22-Oct-2028 |
2021-22 |
Final Dividend |
Rs. 0.075/- (Seventy Five paise only) per equity share of Rs. 1/- (One
rupee) each fully paid-up |
7.5% |
30-Aug-2022 |
01-Oct-2022 |
30-Sep-2029 |
29-Oct-2029 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related party transaction(s) that were entered into during the FY 2022-2023 were on
an arms' length basis and were in the ordinary course of business with its philosophy of
adhering to the highest ethical standards, transparency, and accountability. In line with
the provisions of the Act and the Listing Regulations, the Board has approved a policy on
related party transactions. During the FY 2022-2023 under review, that all
contracts/arrangements/transactions entered into by your Company with related parties
under Section 188(1) of the Act were in the ordinary course of business and on an arm's
length basis and has been approved by the Audit Committee of the Company.
Further, during the FY 2022-2023, the policy on materially significant related party
transactions entered into by your Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons approved by the Board, the Directors draw attention
of the members on the financial statement which sets out related party disclosures in
notes to the financial statements for the year ended 31st March, 2023.
All Related Party Transactions are placed before the Audit Committee as also the Board
for review and approval. A statement giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors for their review, approval
and noting on quarterly basis. Related party transactions were disclosed to the Board on a
regular basis as per Ind AS-24. Details of related party transactions as per Ind AS-24 may
be referred to in Note 33 of the Standalone Financial Statements. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the reports on related party
transactions with the Stock Exchanges. The policy on Related Party Transactions as
approved and revised by the Board from time to time in line with the amended provisions of
Act and Listing Regulations has been uploaded on the Company's website: The policy on
Related Party Transactions, as approved by the Board, is uploaded on the website of the
Company and the web link is https://wardwizard.
in/show-file/?title=Related%20Party%20Transaction%20 Policy&file=TXpVeg==. The
particulars of contracts or arrangements with related parties referred to in sub section
(1) of Section 188 entered by the Company during the Financial Year ended 31st
March, 2023 in prescribed Form AOC-2 is appended to this Report as
Annexure B
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and of Managerial
Personnel) Rules, 2014 are annexed to this Board's Report as Annexure C. The
Company has not appointed any employee(s) in receipt of remuneration exceeding the limits
specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
REMUNERATION POLICY
The Board has, on the recommendation of Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Policy
has been uploaded in the Company's Website at the following web link:
https://wardwizard.in/show-file/?title=Remuneration%20Policy&file=TWpRMk9BPT0=
ANNUAL RETURN
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on
Companies website and can be accessed at
https://wardwizard.in/investor-relations/corporate-announcements/annual-report/ .
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH
THE COMPANIES (ACCOUNTS) RULES, 2014
Information with respect to conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with The
Companies (Accounts) Rules, 2014 is appended to this Report as Annexure D
POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS
In accordance with Regulation 9 read with Regulation 30(8) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015, your Board has framed a Policy on the Preservation of documents and Archival of
documents. This is intended to provide guidelines for the retention of records and
preservation of relevant documents for a duration after which the documents shall be
archived. This said policy is available at the Company's website, at the following
weblink: https://wardwizard.in/show-on%20Preservation%20of%20Documents&file=TXpVMA==
ACCEPTANCE OF PUBLIC DEPOSIT
During the year under review, your Company has neither accepted nor renewed any
deposits from the public or its employees within the meaning of Section 73 of the Act and
the Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances,
which are required to be disclosed in the annual accounts of the Company, are provided as
part of the financial statements.
COST RECORDS AND COST AUDIT REPORT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.
AUDITORS, AUDIT QUALIFICATIONS AND BOARD'S EXPLANATIONS
Statutory Auditors
M/s. VCA & Associates, Chartered Accountants (Firm Registration No. 114414W),
Vadodara were appointed at the Extra-ordinary General Meeting of the Company held on 18th
January, 2020, as Statutory Auditors for a first term of 5 years w.e.f. 09th
October, 2019 till the conclusion of the AGM to be held in the FY 2024 (Subject to
ratification of their appointment at every Annual General Meeting). Pursuant to the
amendment to Section 139 of the Companies Act, 2013 effective from ratification 07th
May, 2018, by shareholders every year for the appointment of Statutory Auditors is no
longer required and accordingly, the Notice of ensuing 41st AGM does not
include the proposal for seeking shareholders' approval for ratification of Statutory
Auditors appointment.
M/s. VCA & Associates, Chartered Accountants have signified their assent and
confirmed their eligibility to be appointed as Statutory Auditors in terms of the
provisions of Section 141 of the Act read with Rule 4 of the Companies (Audit and
Auditors) Rules, 2014. The firm performs its obligations in adherence to recognized
auditing standards and periodically certifies its independence from management. The
Auditors have confirmed that they are not disqualified from continuing as Statutory
Auditors of the Company.
They have audited the financial statements of the Company for the year under review.
The observations of Statutory Auditors in their Report read with relevant Notes to
Accounts are self- explanatory and therefore, do not require further explanation. The
Notes on financial statement referred to in the Auditors' Report are self-explanatory and
do not call for any further comments. The Auditors' Report does not contain any
Qualification, reservation, or adverse remark.
Secretarial Auditor
During the year under review, that the pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of Listing Regulations, Mrs. Aparna Tripathi, Practising Company
Secretary having membership no. 67594, had been appointed as Secretarial Auditor, to
undertake Secretarial Audit of the Company in the first Board meeting held on 09th
May, 2022 for the FY 2022-23. Further, the Board in their meeting held on 01st
August, 2022 accepted the resignation of Mrs. Aparna Tripathi, Secretarial Auditor of the
company and appointed Mrs. Pooja Amit Gala, Practicing Company Secretary having ACS No.
69393 as the Secretarial Auditor of the company for the FY 2022-2023. The Secretarial
Audit Report (Form No. MR-3) is annexed in this annual report, as Annexure-F. The
Secretarial Audit Report does not contain any qualification, reservation, disclaimer or
adverse remarks.
INTERNAL AUDITOR
M/s. VRCA & Associates, Chartered Accountants (Firm Registration No. 104727W), has
been appointed as Internal Auditors under Section 138 of the Act read with the Rule 13 of
The Companies (Accounts) Rules, 2014.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Act and rules framed thereunder either to the Company or to the Central Government.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the FY 2022-2023 for all applicable compliances
as per the Listing Regulations of the Securities Exchange Board of India, and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report needs to
be submitted to the stock exchange, where the Company shares are listed, within 60 days of
the end of the FY.
VIGIL MECHANISM/WHISTLE-BLOWER POLICY
The Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder and
Listing Regulations is implemented through the Company's Whistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism
for the Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate
safeguards against the victimization of employees who avail of the mechanism and provides
direct access to the Chairperson of the Audit Committee in exceptional cases. It is
affirmed that no personnel of the Company have been denied access to the Audit Committee.
The policy of vigil mechanism is available on the Company's website. During the year under
review, the Company has not received any complaints under the said mechanism.
The Whistle Blower Policy aims for conducting affairs in a fair and transparent manner
by adopting the highest standards of professionalism, honesty, integrity and ethical
behavior. All employees of the Company are covered under the Whistle Blower Policy. The
Audit Committee of the Board oversees the functioning of this Policy.
The brief detail about this mechanism may be accessed on the Company's website at the
web link:
https://wardwizard.in/show-file/?title=Whistle%20Blower%20Policy&file=TXpRNQ==
RISK MANAGEMENT (RISK ASSESSMENT & MINIMISATION PROCEDURES)
The Board of Directors has constituted a Risk Management Committee. Your Company has
implemented a mechanism for risk management and formulated a Risk Management Policy. The
policy provides for identification of risks and formulating mitigation plans. The Risk
Management Committee, Audit Committee and the Board of Directors review the risk
assessment and minimization procedures on regular basis. The brief detail about this
policy may be accessed on the Company's website at the weblink:
https://wardwizard.in/show-file/?title=Risk%20Management%20Policy&file=TXpVeQ==.
HUMAN RESOURCE MANAGEMENT
The Company has a dedicated HR department with a focus on increasing leadership skills,
recruitment, training and ensuring employee welfare activities. As on 31st
March, 2023, the Company has 178 permanent employees and 369 contractual employees. For
developing functional capabilities, team skills and interpersonal skills the Company
organizes various training programs involving external faculties.
INDUSTRIAL RELATIONS
The Company maintains healthy, amiable, and balanced industrial relations at all
levels. The enthusiasm and diligent efforts of employees have enabled the Company to
remain at the leadership position in the industry. It has taken various steps to improve
productivity across the organization.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to Meetings of the Board of Directors' and General Meetings'
respectively. During the year, the Company has complied with all Applicable Mandatory
Secretarial Standards.
EQUAL OPORTUNITY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company believes in transparency and providing equal opportunities in the
employment. Your Company's offices across the globe have multi-cultural and multi-national
employees. Your Company prevents harassment of any kind based on age, gender, race or any
other basis protected by law.
The Company has in place a policy on Prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
During the Financial Year under review the Company has received no complaints of sexual
harassment at workplace.
Sr. no. Particulars |
No. of Complaints |
1 Complaints filed during the financial year |
Nil |
2 Complaints disposed of during the financial year |
NA |
3 Complaints pending as on the end of the financial year |
Nil |
The brief detail about this policy may be accessed on the Company's website at the web
link:
https://wardwizard.in/show-file/?title=Prevention%20of%20Sexual%20Harassment%20Policy&file=TVRnMU5BPT0=
NOMINATION AND REMUNERATION POLICY
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management
Personnel are in accordance with the Nomination and Remuneration policy.
STATUTORY DISCLOSURES
A copy of audited financial statements of the said Company will be made available to
the members of the Company, seeking such information at any point of time. A cash flow
statement for the FY 2022-2023 is attached to the Balance Sheet.
INSIDER TRADING CODE
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted
a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Jaya
Ashok Bhardwaj, Company Secretary as Compliance Officer who is responsible for setting
forth procedures and implementing of the code for trading in Company's securities. During
the year under review, there has been due compliance with the said code.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Listing Regulations as amended from time to time, the
Management's Discussion and Analysis as forms part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Business Responsibility & Sustainability Report' (BRSR) of your Company
for the year ended 31st March, 2023 forms part of this Annual Report as required under
Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015.
CORPORATE GOVERNANCE
The Company has a rich legacy of ethical governance practices and committed to
implement sound corporate governance practices with a view to bring about transparency in
its operations and maximize shareholder value.
As per requirement of Listing Regulations a separate section on Corporate Governance
practices followed by the Company along with a Certificate from the Secretarial Auditors
of the Company regarding compliance with the conditions of Corporate Governance as
stipulated under Schedule V of Listing Regulations as forms part of this Annual Report, "Report
on Corporate Governance".
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future operations.
During the year under review, no application was made or any proceedings pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are no Material changes and commitments, if any, affecting the financial position
of the Company which have occurred from the end of the Financial Year till the date of the
Report.
COMMITTEE RECOMMENDATIONS:
During the year, recommendations of all the Committee constituted by the Board in
accordance with the Act were accepted by the Board.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has a robust and well embedded system of internal controls. Comprehensive
policies, guidelines and procedures are laid down for all business processes. The internal
Control system has been designed to ensure that financial and other records are reliable
for preparing financial and other statements and for maintaining accountability of assets.
Based on the framework of internal financial controls and compliance systems established
and maintained by the Company, work performed by the internal, statutory and secretarial
auditors and external consultants, including audit of internal financial controls over
financial reporting by the statutory auditors, and the reviews performed by management and
the relevant Board committees, including the audit committee. The internal audit plan is
dynamic and aligned to the business objectives of the Company and is reviewed by the Audit
Committee each quarter. Further, the Audit Committee also monitors the status of
management actions emanating from internal audit reviews. The Board is of the opinion that
the Company's internal financial controls were adequate and effective during the FY
2022-2023. During the year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed.
INTERNAL AUDIT & CONTROL SYSTEMS
Your Company has a well-defined and documented internal control system commensurate
with the size and nature of its operations which have been designed to give reasonable
assurance of recording transactions and providing reliable information. Which is
adequately monitored. Checks & balances and control systems have been established to
ensure that assets are safe guarded, utilized with proper authorization and recorded in
the books of account. The Company constantly reviews its processes and the systems to
address the changing regulatory and business environments. These are supplemented by
internal audit of your Company carried out by reputed firms of Chartered Accountants
across
India. Internal Auditor directly report to the Audit Committee. Your Company has an
Audit Committee consisting of 4 (Four) Directors in which 1 (One) being Executive Director
and 3 (Three) being Non-Executive Independent Directors. The Audit Committee of the Board
is periodically apprised of the internal audit findings and corrective actions taken. The
Audit Committee of the Board reviews the adequacy and effectiveness of the internal
control system and suggests improvements if any for strengthening them. Audit Committee
also obtains the views of the Internal Auditor to ascertain the adequacy of the internal
control system. Your Company has a robust Management Information System which is an
integral part of the control mechanism
INSURANCE
All properties and insurable interests of the Company have been fully insured.
CREDIT RATING
The Company has not issued any debt instruments and does not have any Fixed Deposit
Programme or any scheme or proposal involving mobilization of funds in India or abroad
during the financial year ended 31st March, 2023.
Hence during the Year, there was no requirement to obtain such Credit Ratings.
SHARE TRANSFER SYSTEM
As per Regulation 40 of Listing Regulations, as amended, securities of listed companies
can be transferred/transmitted / transposed only in dematerialized form with effect from,
01st April, 2019. In view of this and to eliminate all risks associated with
physical shares and for ease of portfolio management, Members holding shares in physical
form are requested to consider converting their holdings to dematerialized form.
QUALITY
The Company has established stringent quality control measures as Follows: -Wardwizard
Innovations & Mobility Limited has an enormous responsibility to guarantee vehicle
safety and satisfaction for the billions of consumers who travel by road every day.
Automotive parts are expected to have zero defects, without exception. Substandard
products can endanger lives and damage a brand's reputation, profit margins, and ability
to meet contractual obligations. Manufacturers verify a supplier's ability to meet the
highest automotive standards. Technical inspectors monitor the whole manufacturing process
from design validation to mass production, ensuring only those goods which conform to the
rigorous standards
CAUTIONARY STATEMENT
Certain statements in the Directors' Report describing the Company's objectives,
projections, estimates, expectations or predictions may be forward-looking statements
within the meaning of applicable securities laws and regulations. Actual results could
differ from those expressed or implied. Important factors that could make a difference to
the Company's operations include man and material availability, and prices, cyclical
demand and pricing in the Company's principal markets, changes in government regulations,
tax regimes, economic development within India and other incidental factors.
INVESTOR RELATIONS
Your Company continuously strives for excellence in its Investor Relationship (IR)
engagement with Domestic and International investors and has set up a feedback mechanism
to measure Investor Relations effectiveness. Structured conference calls and periodic
investor/analyst interactions, participation in investor conferences, quarterly earnings
calls and annual analyst meet with the Executive Director were organized during the year.
Your Company always believes in leading from the front with emerging best practices in
Investor Relations and building a relationship of mutual understanding with investor/
analysts. Your Company ensures that relevant information about the Company is available to
all the investors by uploading all such information to the Company's website and the stock
exchanges where the shares of the Company listed.
Kirin Advisors Private Limited an integrated corporate communication advisory company
serves as Investor relations for Investor Queries and its details are available on the
companies Website: https://wardwizard.in/contact/
HUMAN RESOURCES
The Company's Human Resource (HR) management ensures fair and transparent labour
practices through proper policies & processes that are compliant with the changing
regulatory requirements.
As a growing manufacturing / assembly organization into Electric Vehicles, the Company
maintains a friendly & warm relationship with all the employees and has aligned itself
with the business objectives by initiating and implementing various HR processes like:
1. Human Resource Management System (HRMS) : With increase in the hiring
requirements to match the growth & expansion plans; HRMS (Attendance & Payroll)
was implemented to digitize the employee records of more than 500 employees (permanent
& temporary) and the same is made available as mobile application for
employee-friendly usage for time & attendance, leave, pay slip, etc.
2. Health, Safety And Enviornment: Company has received CTE (Consent to
Establish) & CTO (Consent to operate) for 2W plant. These are mandatory clearance
issued by Gujarat Pollution Control Board which focus on safety and good environmental
practices. Further, Company has amended the factory manpower licence to include 1000
employees due to expected increase in employee count.
Further, Company has established an Occupational Health Centre & appointed a
Factory Medical Officer to provide medical consultancy services twice a week. Also
conducted an Annual Health check-up program for all employees.
3. Employee Engagement: Organizes a cross functional team work enhancement
program named Happy Hours once in a month. Major festival like Navratri,
Diwali, Holi, Uttarayan, Eid. etc are celebrated at factory premises which was actively
participated by majority employees of the Company. Further, Company regularly organizes
Woman Health awareness sessions. As a CSR initiative, HR has organized Blood Donation Camp
in partnership with Indu Blood Bank.
OTHER INFORMATION GREEN INITIATIVES
The Company has already commenced / implemented the Green Initiative
launched by the Ministry of Corporate Affairs (MCA) to contribute to a greener
environment.
As authorized, notices/documents/annual reports/etc. are delivered to shareholders
electronically exclusively, unless the shareholders request a physical copy of the
aforementioned document.
We are using solar panels for energy and taking efforts contribute to reducing
greenhouse gas emissions and conserving valuable resources, while also setting an example
for others to follow by our core business being the electric vehicle manufacturing.
Transportation is a significant contributor to climate change, but the adoption of
electric vehicles (EVs) offers a promising solution. Some of the popular choices in this
area are electric two-wheelers, E-Rickshaws, as well as electric cars. Environmental
sustainability lies at the core of Wardwizard Innovations & Mobility Limited's
philosophy. By producing electric vehicles that emit zero tailpipe emissions and reliance
of fossil fuels, the company actively contributes to reducing greenhouse gas emissions and
combating climate change. Furthermore, The Company is committed to responsible sourcing of
materials, waste reduction, and implementing sustainable manufacturing practices
throughout its supply chain.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere gratitude to the
Government of India, Government of Gujarat, Maharashtra and other states, Registrar of
Companies Maharashtra, Distributors, lenders including bankers whose assistance and most
importantly consumers for support, your Company has been privileged to receive.
Your Directors thank the stakeholders for the confidence reposed in the Company and for
their continued support and co-operation. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.
Note: Except as otherwise stated, all the numbers in the Director's Report are on
standalone basis.