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First Winner Industries Ltd.

BSE: 532996 Sector: Industrials
NSE: FIRSTWIN ISIN Code: INE315J01015
BSE 00:00 | 26 Nov First Winner Industries Ltd
NSE 05:30 | 01 Jan First Winner Industries Ltd
OPEN 0.89
PREVIOUS CLOSE 0.89
VOLUME 770
52-Week high 1.94
52-Week low 0.89
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.89
CLOSE 0.89
VOLUME 770
52-Week high 1.94
52-Week low 0.89
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

First Winner Industries Ltd. (FIRSTWIN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 15th Annual Report on the business andoperations of the Company and the accounts for the financial year ended March 312017.

Financial Results

Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Rupees Rupees Rupees Rupees
Total Revenue 1468339 1472484 1997657 2206710
Profit before depreciation and tax -93952548 -95232740 -230825764 -231976943
Less: Depreciation 0 64770668 0 98447318
Profit after depreciation but before tax -93952548 -160003408 -230825764 -330424261
Less: Provision for tax - - - -
Deferred tax -6825412 -18952404 -13016954 -28318527
Fringe Benefit tax - - - -
Profit after -87127136 -141051004 -217808809 -302098953
Add: Balance brought forward from previous year -369847500 -228796496 -771480864 -469381910
Less: Short provision for earlier year - - - -
Less: Minority Interest in Current years profit - - - -
Balance carried forward -456974636 -369847500 -989289673 -771480864

Dividend

The directors do not recommend payment of dividend for the financial year 2016-2017.

State of Company's affair

The Company registered total revenue of Rs. 1468339/- during the year under review asagainst Rs. 1472484/- in the previous financial year. There is a loss of Rs.(87127136)/- for the financial year ended March 31 2017 compared to Rs.(141051004)/- in previous year. Due to high interest costs ever increasing input costsin all the segments and adverse market conditions in which the Company operates theperformance of the Company has not been up to a desired level.

Deposits

The Company has not accepted any deposits covered under chapter V of the Companies Act2013.

Change in the Nature of Business if any

There were no changes in nature of the business of the Company done during the year.

Material Changes and Commitment if any affecting the financial position of theCompany which have occurred between the end of financial year of the Company to which thefinancial statements relate and the date of report

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

Details of Subsidiary Companies & their Financial Position

The Company has three wholly owned subsidiaries viz. First Winner Lifestyle Limited(Material Subsidiary) Ramshyam Textile Industries Limited and Pal Trading Co. Pvt.Ltd. All companies are in the Textile Business and have same business line as ours andbeneficial to all the Four companies to work together to reflect better turnover andprofitability.

• First Winner Lifestyle Limited:

First Winner Lifestyle Limited is wholly owned subsidiary (Material Subsidiary) of theCompany. It reported the total revenue of Rs. 529318/- and net loss of Rs.(46079813)/-.

• Ramshyam Textile Industries Limited:

Ramshyam Textile Industries Limited a wholly owned subsidiary of the Company did notundertake any business during the financial year under review.

• Pal Trading Company Private Limited:

Pal Trading Company Private Limited a wholly owned subsidiary of the Company did notundertake any business during the financial year under review.

The audited accounts of the subsidiary companies are placed on Company's website.

Consolidated Financial Statements

The Consolidated Financial Statement prepared by the Company in accordance with theapplicable Accounting Standards issued by the Institute of Chartered Accountants of Indiaand the provisions of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 with the stock exchanges forms the part of this annual report.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operatingeffectively.

Corporate Social Responsibility (CSR)

During any financial year preceding the FY 2016-17 the Company was not falling underany of the criteria which mandate the Company to comply with the Section 135 of theCompanies Act 2013 in FY 2016-17.

Contracts & Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.During the year the Company had not entered into any contract / arrangement / transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on company's website:

http://firstwinnerind.in/wp-content/uploads/2016/02/Policy-on-Materiality-of-RPTs-Dealing-with-RPTs.pdf

Details of establishment of Vigil Mechanism for directors and employees

In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 your Company has a vigil mechanism which has incorporated a whistle blower policywith a view to provide a mechanism for directors and employees of the Company to approachthe Chairman of the Audit Committee of the Company. Protected disclosures can be made by awhistle blower through the complaint box(es) provided at every unit/office of the Companyto the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blowerpolicy can be accessed on the Company's website:

http://firstwinnerind.in/wp-content/uploads/2016/02/Whistle_Blower_Policy.pdf

Statutory Auditors and Auditors' Report

M/s. Halan & Associates Chartered Accountants Mumbai (Membership No. 169563)are appointed as statutory auditors of the Company to hold office from the conclusion ofthis 15th Annual General Meeting until the conclusion of the 20th Annual General Meetingsubject to ratification of their appointment by the shareholders at everyAnnual GeneralMeeting of the Company.

The specific note forming the part of the accounts referred to in the Auditor's Reportare self-explanatory and give complete information and addresses thequalification/reservation/remark/disclaimers in theAudit Report.

Internal Auditor

M/s. J. H. Ghumara Chartered Accountant Mumbai (Membership No. 14320) are theInternal Auditors of the Company.

Secretarial Auditor

M/s. Nidhi Bajaj & Associates practicing Company Secretary was appointed as aSecretarial Auditor to undertake the Secretarial Audit of the Company for the FinancialYear 2016-2017. Their secretarial Audit report in prescribed format is annexed to theDirectors Report as Annexure – I. The report is self explanatory and givecomplete information and addresses the qualification/reservation/ remark/disclaimers inthe Report.

Directors & Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel:

In Accordance with the provision of the Act and the Articles of Association of theCompany Mrs. Anita Patodia is liable to retire by rotation at the ensuing annualgeneral meeting and being eligible offer herself for re-appointment and your directors recommendthe re-appointment in the interest of the Company.

During the financial year under review Ms. Avani Sanghavi Company Secretary &Compliance Officer of the Company has tendered her resignation w.e.f 14.07.2017.

2. Declaration by an Independent Director(s) and re-appointment:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand regulation 16(b) of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 with the Stock Exchanges.

3. Formal Annual Evaluation:

The Board recognise the importance of reviewing and improving upon its performance. Forthis purpose they discuss the effectiveness of the functioning of the ChairmanExecutive Directors and other Directors and to agree ways in which performance canbe further improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into consideration various aspectof the Board's functioning composition of the Board and its committees cultureexecution and performance of specific duties obligation and governance.

The Performance evaluation of the Chairman and Non-independent Directors was carriedout by the Independent Directors. The Board of Directors expressed their satisfaction withevaluation process of Board.

Familiarization programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Companyits management and operations and provides an overall industry prospective as well asissues being faced by the industries.

The Details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company and related matters are putup on the website of the Company at its website:

http://firstwinnerind.in/wp-content/uploads/2016/02/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS.pdf

Number of meetings of the Board of Directors

During the year five meetings of the Board of Directors were held during the CorporateGovernance Report.

Audit & Risk Management Committee

Pursuant to Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 it is required to constitute a Risk Management Committee. Since Terms ofReference of the Audit Committee also includes the roles responsibility and power whichare required to be fulfilled by the Risk Management Committee it was proposed to insteadof creating separate committee for the Risk Management change the name of the AuditCommittee to Audit & Risk Management Committee.

The Audit & Risk Management Committee consists of two independent Non-executiveDirectors and One Executive Director. The Members of the Committee are well versedin finance matters accounts company law and general business practices. The detailcomposition of the Audit & Risk Management Committee is given in the CorporateGovernance Report. All the recommendations made by the Audit & Risk ManagementCommittee were accepted by the Board.

Policy on Directors' appointment and Remuneration including criteria for determiningqualifications positive attributes independence of a director:

Based on the recommendation of Nomination and Remuneration Committee (NRC) the Boardhas adopted the Remuneration policy for directors KMP and other employees. NRC hasformulated the criteria for determining qualifications positive attributes andindependence of an Independent Director and also criteria for evaluation of Individualdirectors and the Board / Committees. The Remuneration policy is given by way ofAnnexure – II to this report.http://firstwinnerind.in/wp-content/uploads/2016/02/ Remunaration-Policy.pdf

Particulars of Loans Guarantees or Investments Under Section 186 of The Companies Act2013 during FY 2016-17:

The Company has not given any loans guarantees or made investments under Section 186of the Companies Act 2013.

Share Capital

The Company has not issued any shares (including sweat equity shares) to employees ofthe Company under any scheme including ESOS.

Management Discussion and Analysis

The Management Discussion and Analysis Report which gives a detailed account ofoperations of your company and the market in which it operates including initiative takenby the company to further its business forms part of this Annual Report.

Corporate Governance

A report on Corporate Governance along with a certificate from the auditors of theCompany regarding the compliance of conditions of corporate governance as stipulated underRegulation 34 (3) read with Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is annexed to this report.

Conservation of energy technology absorption foreign exchange earnings and outgo:

The Company has availed various credit facilities from the State Bank of India. Inorder to secure the said financial facilities the Edelweiss Asset Reconstruction CompanyLtd (assignee of State Bank of India) has taken the possession of the properties C-9/1M.I.D.C. Tarapur Boisar Dist. Thane- 401506 & N-66 M.I.D.C. Tarapur BoisarDist. Thane- 401506 in exercise of power conferred under SARFAESI Act 2002 thereforepursuant to Section 134 (3) (m) of the Companies act 2013 relating to conservation ofenergy technology absorption foreign exchange earnings and outgo is NIL.

Particulars of Employee

The Information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asAnnexure III to this Report.

None of the Company's Employees were covered by the disclosure requirement pursuant tothe provisions of Section 197 of the Companies Act 2013 read with Rules 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Extract of Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 the extract of AnnualReturn in prescribed Form No. MGT-9 is given as Annexure IV to this report.

Sexual Harassment:

Entire staff in the Company is working in a most congenial manner and there are nooccurrences of any incidents of sexual harassment during the year.

ACKNOWLEDGEMENT

The Board of Directors thanks the Banks Central and State Government authorities andall the stakeholders for their continued co-operation and support to the Company.

For and on behalf of the Board For and on behalf of the Board
First Winner Industries Limited First Winner Industries Limited
sd/- sd/-
Rinku Patodia Anita Patodia
Chairman & Managing Director Director
DIN: 00752500 DIN: 01357505
Mumbai 14th August 2017
Registered Office: 605 Business Classic
Chincholi Bunder Road
Malad (West) Mumbai-400 064.