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We Win Ltd.

BSE: 538447 Sector: IT
NSE: SUREVIN ISIN Code: INE082W01014
BSE 05:30 | 01 Jan We Win Ltd
NSE 05:30 | 01 Jan We Win Ltd

We Win Ltd. (SUREVIN) - Director Report

Company director report

To

The Members

Surevin BPO Services Limited

Your Directors have pleasure in presenting their 12th Annual Report together with the Audited Financial Results of the Company for the Financial year ended March 31st 2019.

1. FINANCIAL RESULTS:

(Rupees in Lakhs)

Standalone
Particulars Year ended 31st March 2019Year ended 31st March 2018
Revenue From operation4506.541771.23
Other Income34.7424.77
Total Revenue4541.281796.00
Profit before Depreciation & Tax1015.98265.89
Depreciation & Amortization Expenses227.0999.61
Profit (Loss) before tax788.89166.28
Current Tax244.4869.98
Deferred Tax(17.29)(9.94)
Profit / (Loss) After Tax561.70106.24
Earnings per Share (Rs.):-
Basic:16.583.14
Diluted:16.583.14

2. OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the financial year under review the total Income (including other income) of the Company was Rs. 4541.28 Lakh against Rs. 1796.00 Lakh in the previous year. The Company has earned a Profit (after tax) of Rs. 561.70 Lakh as compared to Profit (after tax) of Rs. 106.24 Lakh in the previous year.

Your Directors are continuously looking for avenues for future growth of the Company.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March 2019.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT 2013:

During the financial year under review the Company has not transferred any amount to General Reserve account.

5. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD'S REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year.

7. WEB ADDRESS WHERE ANNUAL RETURN U/S 92(3) HAS BEEN PLACED:

www.surevin.com

8. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 in Form No. MGT-9 is annexed herewith for your kind perusal and information. (ANNEXURE- I)

9. MEETINGS OF THE BOARD OF DIRECTORS:

Following Meetings of the Board of Directors were held during the Financial Year 2018-19:

S. No.Date of MeetingBoard StrengthNo. of Directors Present
124/04/201855
230/05/201854
328/07/201853
407/08/201853
521/08/201854
617/09/201854
718/10/201854
830/01/201954
919/03/201954

10. DETAILS OF SUBSIDIARY/ ASSOCIATE COMPANIES/ JOINT VENTURES:

As on 31st March 2019 the Company has only one Associate Company:

Sr. No.Name of the CompanyAddressCIN/GLNSubsidiary/ Associate% of Shares heldApplica ble Section
1Surevin Weartech Private Limited40 Mandakini Housing Society Behind Reliance Fresh Kolar Road Bhopal (M.P.) 462042U72900MP201 8PTC045213Associate40%129(3) & 2(6)

Further statement containing the salient features of financial statements of aforesaid Associate Company is attached in Form AOC 1. (ANNEXURE- II)

Further no Company has become or ceased to be Subsidiaries Joint Ventures or Associate Company during the financial year under review.

11. DIRECTORS:

(A) Changes in Directors and Key Managerial Personnel: NA

Mrs. Sonika Gupta (DIN: 01527904) Director of the Company who retire by rotation at the forthcoming 12th Annual General Meeting and being eligible offer herself for re-appointment.

(B) Declaration by Independent Directors:

As on 31st March 2019 Company has following two Independent Directors:

S. No.Name & DINDate of Appointment
1Ambreesh Tiwari (DIN: 01582960)15/03/2017
2Awdhesh Shah (DIN: 00184656)15/03/2017

All the above named Independent Directors of the company have submitted their declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149(6) of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

A separate meeting of Independent Directors of the Company was conducted on 30th January 2019 in terms of provisions of Schedule IV of the Companies Act 2013. All the independent directors of the Company were present at the meeting.

(C) Re-appointment of Independent Directors: NA

(D) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5 2017 the Company has evaluated the performance of every Director Independent Directors Board and its Committees and Chairperson based on the criteria laid down by the Nomination and Remuneration Committee. Rating sheets were circulated to the directors for the purpose of evaluation. A summary of performance evaluation of the Board its Committees and individual directors was prepared on the basis of rating sheets received from the individual directors and the same was placed before the Board.

12. AUDITORS:

(A) Statutory Auditors:

In terms of the provisions of Section 139 of the Companies Act 2013 members of the Company in the 10th Annual General Meeting (AGM) held on 15th June 2017 has appointed M/s Sandeep Mukherjee & Associates Chartered Accountants (FRN: 009942C) as the Statutory Auditors of the Company for a period of three years i.e. up to the conclusion of the 13th AGM of the Company for the financial year 2019-20. The Company has already received the written consent and certificate pursuant to Section 139 of the Companies Act 2013 from M/s Sandeep Mukherjee & Associates Chartered Accountants (FRN: 009942C) confirming their consent and eligibility under Section 139 and 141 of the Companies Act 2013.

There are no qualifications or adverse remarks in the Auditors Report which required any clarification/explanation. The notes on financial statements are self-explanatory and needs no further explanation.

Further the Auditors' Report for the financial year ended 31st March 2019 is annexed herewith for your kind perusal and information.

(B) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules made thereunder the Company has appointed M/s S. Anjum & Associates Practising Company Secretaries to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2018-19 in the prescribed Form MR-3 is annexed to this Report.

(ANNEXURE- III)

Pursuant to the provisions of Section 204(3) and 134(3) of the Companies Act 2013 the Board of Directors of the Company Provides clarification with regard to the qualifications/ observations made/raised by the Secretarial Auditor in Secretarial Audit Report.

Company is in compliance with all the provisions of various acts applicable to the Company. However due to some unavoidable technical reasons/ practical difficulty the Company has missed some point of which the company taken note of and will ensure compliance in the future.

(C) Cost Auditors: NA

13. LOANS GUARANTEES AND INVESTMENTS:

The Company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription purchase or otherwise the securities of any other body corporate during the financial year under review. As on 31st March 2019 details of Loans and/or Guarantees and/or Investments covered under the provisions of Section 186 of the Companies Act 2013 are as follows:

Sr. No.Particular/Purpose/Amount of
Nature of TransactionTransaction
1.Investment in 4000 Equity Shares of Rs. 10 each ofRs. 40000/-
Surevin Weartech Private Limited
TotalRs. 40000/-

14. RELATED PARTY TRANSACTIONS:

All the contracts / arrangements / transactions entered by the Company during the financial year with its related parties were in the ordinary course of business on an arm's length basis and not material therefore no disclosure required. (ANNEXURE- IV)

15. CORPORATE SOCIAL RESPONSIBILITY (CSR): NA

16. CONSERVATION OF ENERGY:

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made there under relevant information about:

(i) The steps taken or impact on conservation of energy: Nil

(ii) The steps taken by the company for utilizing alternate sources of energy: Nil

(iii) The capital investment on energy conservation equipments: Nil

17. TECHNOLOGY ABSORPTION:

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made there under relevant information about:

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement cost reduction product development or import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof: Nil

(iv) the expenditure incurred on Research and Development: Nil

18. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made there under relevant information about:

(i) The Foreign Exchange earned in terms of actual inflows during the year: Nil

(ii) The Foreign Exchange outgo during the year in terms of actual outflows: Nil

19. RISK MANAGEMENT:

Risks are events situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out all business divisions and corporate functions will embrace Risk Management Policy and Guidelines and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements.

21. DETAILS OF FRAUDS REPORTABLE U/S 143(12):

During the year under review there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act 2013; therefore no disclosure required in this regard.

22. DEPOSITS:

Your Directors state that no disclosure or reporting is required in respect of Details relating to deposits covered under Chapter V of the Act because there were no transactions on these items during the financial year under review.

During the financial year under review the Company has accepted unsecured loans of Rs. 1477115/- from Managing Director of the Company.

23. VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act 2013 the Company has established a Vigil Mechanism for directors and employees to report their genuine concerns and said mechanism is overseen by the Audit Committee of the Company and the Company has also made provisions for direct access to the Chairman of the Audit Committee.

24. COMMITTEES OF THE BOARD:

The Company's Board has following Committees:

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act 2013 and rules made there under the Board has constituted Audit Committee. The Audit Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Audit committee is an Independent Director. Committee consists of the following Directors:

S. No.Name & DINStatusCategory
(Chairman/ Member)
1Awdhesh ShahChairmanIndependent/ Non-executive
(DIN- 00184656)
2Ambreesh TiwariMemberIndependent/ Non-executive
(DIN- 01582960)
3Abhishek GuptaMemberPromoter/ Executive
(DIN- 01260263)

During the financial year under review the Board has accepted all the recommendations

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules made there under the Board has constituted Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of three non-executive Directors out of which two are Independent Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Director. The table sets out the composition of the Committee:

S. No.Name & DINStatusTD>Category
(Chairman/ Member)
1Awdhesh ShahChairmanIndependent/ Non-executive
(DIN- 00184656)
2Ambreesh TiwariMemberIndependent/ Non-executive
(DIN- 01582960)
3Sitaram GuptaMemberNon Independent / Non-executive
(DIN- 07620362)

C. Stakeholders Relationship Committee:

The Board has constituted Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act 2013 and rules made there under. The Stakeholders Relationship Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Stakeholders Relationship Committee is an Independent Director. Committee consists of the following Directors:

S. No.Name & DINStatusCategory
(Chairman/ Member)
1Ambreesh TiwariChairmanIndependent/ Non-executive
(DIN- 01582960)
2Awdhesh ShahMemberIndependent/ Non-executive
(DIN- 00184656)
3Sonika GuptaMemberPromoter/ executive
(DIN- 01527904)

D. Corporate Social Responsibility (CSR) Committee:

The Board has constituted Corporate Social Responsibility (CSR) Committee and the Corporate Social Responsibility (CSR) Committee consists of three Directors out of which two are Non-Executive Directors. Committee consists of the following Directors:

S. No.Name & DINStatusCategory
(Chairman/ Member)
1Abhishek GuptaChairmanPromoter/ executive
(DIN: 01260263)
2Sita Ram GuptaMemberNon Independent / Non-executive
(DIN: 07620362)
3Awdhesh ShahMemberIndependent/ Non-executive
(DIN- 00184656)

25. REMUNERATION POLICY:

The board has on the recommendation of the nomination & remuneration committee framed a policy for selection and appointment of Directors Senior Management and their remuneration. The remuneration policy is annexed to this Report. (ANNEXURE- V)

26. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

S. No.NameDesignationRatio to median remuneration
01.Mr. Abhishek GuptaManaging Director12.38%
(DIN: 01260263)
02.Mrs. Sonika GuptaDirector12.38%
(DIN: 01527904)

b. The percentage increase in remuneration of each Director Chief Executive Officer Chief Financial Officer Company Secretary in the financial year:

There was 16% increase in the remuneration of Mr. Abhishek Gupta (DIN: 01260263) Managing Director and Mrs. Sonika Gupta (DIN: 01527904) Director. Also there was 20% increase in the remuneration of Mr. Ashish Soni Company Secretary & Compliance Officer. However there was no increase in the remuneration of Mr. Pradeep Karambelkar Chief Financial Officer in the financial year 2018-19.

c. The percentage increase in the median remuneration of employees in the financial year:

Particulars2018-192017-18Percentage increase in median remuneration in 2018-19
Median Remuneration of employees240000108000122.22%

d. The number of permanent employees on the rolls of Company:

Total permanent employees as on 31.03.2019 are 117.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

On an average individual employees remuneration increased by 9% from financial year 2017-18 to financial year 2018-19 there was 16% increase in the remuneration of Mr. Abhishek Gupta (DIN: 01260263) Managing Director and Mrs. Sonika Gupta (DIN: 01527904) Director in the financial year 2018-19.

The increase in remuneration is in line with the market trends cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

g. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

S. N o.Name & DesignationRemuneration(Per Annum)Nature of Employment whether Contractual or otherwisequalificationexperienceDate of commencement of employmentAgeLast Employment heldRelative of any Director /Manager of the Company
1.Pradeep Karambelkar (Chief Financial Officer)192000 0/-PermanentBSC MBA (Finance & Marketing)16 years28-Sep-1646Self employedNil
2.Shraddha Chansoria (Head- Admin)138000 0/-PermanentMBA8 years31-Jan-1639Self employedNil
3.Dhruw Kumar Mishra (Project Head)120000 0/-PermanentMBA16 years06-Dec-1748Job in private companyNil
4.Vineeta Gupta (Manager )840000/ -PermanentMBA (HR)6 years31-Dec-1628Job in private companyNil
5.Rahul Singh Bais (Head- Business)563580/ -PermanentMBA10 years01-Apr-0637Job in private companyNil
6.Manish Prajapati (Head- Development)552000/ -PermanentMBA12 years01-Jul-1543Job in private companyNil
7.Syed Mumtaz Ahmed (Manager )544800/ -PermanentMBA11 years14-Nov-1429Job in private companyNil
8.Anjali Patel (Head- HR)479640/PermanentM. Ed16 years18-June-0744Job in private companyNil
9.Atul Jain (Head- Finance)479640/PermanentB.Com11 years01-Oct-0745Job in private companyNil
10Vinay Giri (Manager )462840/PermanentMBA13 years06-Sep-0636Job in private companyNil

There was no employee who in terms of remuneration drawn:

i. If employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than one crore and two lakh rupees.

ii. If employed for part of the financial year was in receipt of remuneration for any part of that year at a rate which in aggregate was not less than eight lakh and fifty thousand rupees per month.

iii. If employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company.

27. Annual Listing Fees:

During the financial year under review the company confirms that the annual listing fee to NSE Limited for the financial year 2019-20 has been paid.

28. SHARES IN SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in Suspense Account and/or in Unclaimed Suspense Account.

29. CORPORATE GOVERNANCE:

As the Equity shares of the company are listed on Emerge SME Platform of NSE by virtue of Regulation 15 of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of Sub-Regulation (2) of regulation 46 and para C D and E of Schedule V are not applicable to the company. Accordingly no reporting is required under this head.

30. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company was required to prepare/attach a Management Discussion and Analysis Report as a part of this Board's Report or addition thereto and the same is attached as Annexure to this Report. (ANNEXURE- VI)

INTER - SE RELATIONSHIP OF DIRECTORS:

S. No.Name & DIN of DirectorRelation with Directors
1Abhishek Gupta (DIN: 01260263)Son of Mr. Sitaram Gupta (DIN: 07620362) Director and spouse of Mrs. Sonika Gupta (DIN: 01527904) Director of the company.
2Sonika GuptaDaughter-in-law of Mr. Sitaram Gupta (DIN: 07620362)
(DIN: 01527904)Director and spouse of Mr. Abhishek Gupta (DIN:
01260263) Managing Director of the company.
3Sitaram GuptaFather of Mr. Abhishek Gupta (DIN: 01260263)
(DIN: 07620362)Managing Director and Father-in-law of Mrs. Sonika
Gupta (DIN: 01527904) Director
4Ambreesh TiwariNo Relation with Directors
(DIN: 01582960)
5Awdhesh ShahNo Relation with Directors
(DIN: 00184656)

31. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directors 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 or 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; and

(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.

(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.

32. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE

The company has constituted internal complaint committee in terms of requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 at its registered office.

Further during the financial year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

33. MAINTENANCE OF COST RECORD U/S 148(1) OF THE COMPANIES ACT 2013: NA

34. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

35. DEVIATION IN UTILSATION OF FUND:

The Company has utilized the funds received from IPO for objects stated in the Offer Document therefore there is no deviation in utilization of fund and as on the date of this report Company has some outstanding unutilized amount which is invested in fixed Deposits.

36. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or Right Shares.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Buy Back of Shares.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

37. ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks Government Authorities Customers Vendors and Members/Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives staff and Workers of the Company and thank them for another excellent year.

Place: BhopalFor & on behalf of the Board of Directors
Dated: 06/09/2019 Abhishek GuptaSonika Gupta
(DIN: 01260263)(DIN: 01527904)
Managing DirectorDirector