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We Win Ltd.

BSE: 543535 Sector: IT
NSE: WEWIN ISIN Code: INE082W01014
BSE 12:17 | 04 Oct 45.00 -1.85
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NSE 12:00 | 04 Oct 46.25 2.20
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OPEN 47.95
PREVIOUS CLOSE 46.85
VOLUME 393
52-Week high 62.00
52-Week low 33.20
P/E 21.74
Mkt Cap.(Rs cr) 46
Buy Price 45.00
Buy Qty 34.00
Sell Price 46.80
Sell Qty 10.00
OPEN 47.95
CLOSE 46.85
VOLUME 393
52-Week high 62.00
52-Week low 33.20
P/E 21.74
Mkt Cap.(Rs cr) 46
Buy Price 45.00
Buy Qty 34.00
Sell Price 46.80
Sell Qty 10.00

We Win Ltd. (WEWIN) - Director Report

Company director report

To

The Members

We Win Limited

(Formerly Surevin BPO Services Limited)

Your Directors have pleasure in presenting their 14th Annual Report togetherwith the Audited Financial Statement of your Company for the Financial Year ended 31stMarch 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amount in Rupees)

Standalone

Particulars 31st March 2021 (Rs.) 31st March 2020 (Rs.)
Revenue From operation 361386931.00 400265481.00
Other Income 3601270.00 3445939.00
Total Revenue 364988201.00 403711420.00
Profit before Depreciation & Amortization 29293241.00 54590035.00
Exceptional and Extraordinary Items and Tax
Depreciation & Amortization Expenses 12129374.00 16897736.00
Exceptional Items -- 554049.00
Profit (Loss) before tax 17163867.00 37138250.00
Current Tax including Prior Period Tax 4608317.00 15756700.00
Deferred Tax (58800.00) (325199.00)
Profit / (Loss) After Tax 12614350.00 21706749.00
Earnings per Share (Rs.):-
Basic: 3.72 6.41
Diluted: 3.72 6.41

2. OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

During the financial year under review total Standalone Income (including otherincome) of the Company was Rs. 364988201.00/-as against Rs. 403711420.00/- in theprevious year. The Company has earned Profit after tax of Rs. 12614350.00/- compared toRs. 21706749.00/- earned in the previous year. Your Directors are continuously lookingfor avenues for future growth of the Company.

3. DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended 31stMarch 2021.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT2013:

For the financial year ended 31st March 2021 the Company has not proposedto carry any amount to any Reserve.

5. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THEBOARD’S REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand 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. THE WEB ADDRESS IF ANY WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3)OFSECTION 92 HAS BEEN PLACED: www.wewinlimited.com

8. MEETINGS OF THE BOARD OF DIRECTORS:

Following Meetings of the Board of Directors were held during the Financial Year2020-21:

S. No. Date of Meeting Board Strength No. of Directors Present
1 25/06/2020 5 5
2 08/07/2020 5 4
3 21/07/2020 5 3
4 08/08/2020 5 4
5 04/09/2020 5 4
6 18/09/2020 5 3
7 03/10/2020 5 3
8 10/11/2020 5 4
9 14/12/2020 5 4
10 21/12/2020 6 4
11 06/01/2021 6 4
12 06/02/2021 6 3
13 18/02/2021 6 3

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

As on 31st March 2021 the Company has only one Associate Company:

Sr. No. Name of the Company Address CIN/GLN Subsidiary /Associate % of Shares held Applicable Section
1 Surevin Weartech Private Limited 40 Mandakini Housing Society Behind Reliance Fresh Kolar Road Bhopal (M.P.) 462042 U72900MP 2018PTC04 5213 Associate 40% 129(3) & 2(6)

Further complete details of aforesaid Associate Company are attached in Form AOC 1 (AnnexureI).

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

10. PERFORMANCE OF SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES:

Surevin Weartech Private Limited (Associate Company): During the financial year underreview the Associate Company (Surevin Weartech Private Limited) has incurred a Loss afterTax of Rs. (621337.19)/-.

11. DIRECTORS:

(A) Changes in Directors and Key Managerial Personnel:

During the financial year under review following changes have occurred in theConstitution/ Composition of the Board of Directors and Key Managerial Personnel: Mr.Pradeep Karambelkar (PAN: AINPK8033C) has resigned from the post of the Chief FinancialOfficer and ceased to be associated with the Company w.e.f 23rd July 2020.

Mr. Vinay Kumar Giri (PAN: ANXPG3485F) has been appointed as Chief Financial Officerof the company w.e.f. 04th September 2020.

Mr.Rajiv Singh (DIN: 02245630) has been appointed as an Additional Director of theCompany w.e.f. 14th December 2020 by the Board of Directors of the Company.

Mr. Rajiv Singh (DIN: 02245630) (who was appointed as an Additional Director w.e.f.14/12/2020) has been regularized as a Director of the Company pursuant to the resolutionpassed through Postal Ballot on 21st March 2021.

Mrs. Sonika Gupta (DIN: 01527904) Director of the Company who retire by rotation atthe forthcoming 14th Annual General Meeting and being eligible offer herselffor reappointment.

(B) Declaration by Independent Directors:

Company has following three Independent Directors:

S. No. Name & DIN Date of Original Appointment
1 Ambreesh Tiwari (DIN:01582960) 15/03/2017
2 Awdhesh Shah (DIN:00184656) 15/03/2017
3 Vipin Mittal (DIN: 08298530) 31/07/2019

All the above named Independent Directors have submitted to the company declarationsto the effect that they meet the criteria of Independence as specified/provided in Section149 of the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

A separate meeting of Independent Directors of the Company was conducted on 06thMarch 2021 in terms of provisions of Schedule IV of the Companies Act 2013. Except Mr.Vipin Mittal (DIN: 08298530) all the independent directors of the Company were present atthe meeting.

(C) Re-appointment of Independent Directors: NA

(D) Opinion of the Board with regard to integrity expertise and experience of theIndependent Director appointed during the year:

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and operations or any other discipline related to the Company’sbusiness. The Company did not have any peculiar relationship or transactions withnon-executive Directors during the year ended 31st March 2021.

(E) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act 2013 & Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has evaluated the performance of every Director Independent Directors Board andits Committees and Chairperson based on the criteria laid down by the Nomination andRemuneration

Committee. Rating sheets were circulated to the directors for the purpose ofevaluation. A summary of performance evaluation of the Board its Committees andindividual directors was prepared on the basis of rating sheets received from theindividual directors and the same was placed before the Board.

12. AUDITORS:

(A) Statutory Auditors:

In terms of provisions of Section 139 of the Companies Act 2013 the Board haspassed/recommended resolution (subject to approval of members at the forthcoming 14thAGM) for appointment of M/s Sethia Manoj & Co. Chartered Accountants (FRN:021080-C) as Statutory Auditors of the Company for a term of 05 (five) years to holdoffice from the conclusion of the forthcoming 14th Annual General Meeting tillthe conclusion of the 19th Annual General Meeting of the Company. The Companyhas already received the written consent and certificate pursuant to Section 139 of theCompanies Act 2013 from M/s Sethia Manoj & Co. Chartered Accountants (FRN: 021080-C)confirming their consent and eligibility under Section 139 and 141 of the Companies Act2013. The Board recommends their appointment.

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

Further the Auditors’ Report for the financial year ended 31st March2021 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 madethereunder the Company has appointed M/s S. Anjum & Associates Company Secretary inPractice to undertake the secretarial audit of the Company. Secretarial Audit Report forthe financial year 2020-21 in the prescribed Form MR-3 is annexed to this Report (Annexure-II).

Pursuant to the provisions of Section 204(3) and 134(3) of the Companies Act 2013 theBoard of Directors of the Company provide following clarification with regard to thequalifications/ observations made/raised by the Secretarial Auditor in Secretarial AuditReport:

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

(C) Cost Auditors: NA

13. LOANS GUARANTEES AND INVESTMENTS:

The details of the investments made by the Company are given in the financialstatements.

14. RELATED PARTY TRANSACTIONS:

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

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance of provisions of Section 135 of the Companies Act 2013 the Board ofDirectors of the Company has reconstituted Corporate Social Responsibility Committee. TheCorporate Social Responsibility Committee consists of the following Directors:

S. No. Name & DIN Status (Chairman/ Member)
1 Mr. Abhishek Gupta (DIN: 01260263) Chairman
2 Mr. Awdhesh Shah (DIN: 00184656) Member
3 Mr. Ambreesh Tiwari (DIN: 01582960) Member

Corporate Social Responsibility Policy was approved/ adopted by the Board of Directorsafter taking into account the recommendations made by the Corporate Social ResponsibilityCommittee and said policy is placed on the website of the Company and can be accessed atwww.wewinlimited.com and said policy is also attached/ enclosed along with Annual Reporton Corporate Social Responsibility.

In accordance with provisions of sub-section (5) of Section 135 of the Companies Act2013 and in line with the CSR Policy of the Company during the financial year underreview (i.e. 2020-21) the Company has spent Rs. 970000/- (Rupees Nine Lacs SeventyThousand Only) towards CSR activities which is in excess of the limits specified undersub-section (5) of section 135 of the companies Act 2013.

Annual Report on Corporate Social Responsibility as per Rule 8 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is prepared and the same is enclosed to thisReport. (Annexure-IV)

16. CONSERVATION OF ENERGY:

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

(i) the efforts made towards technology absorption: Nil

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

(iii) in case of imported technology (imported during the last three years reckonedfrom 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 reasonsthereof: 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 thereunder 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 consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework. As a formalroll-out all business divisions and corporate functions will embrace Risk ManagementPolicy and Guidelines and make use of these in their decision making. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews.

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

The Company has in place adequate internal financial controls with reference tofinancial 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 theCompany or against the Company by officers or employees of the Company which arereportable by the Auditors to the Central Government or to the Board or to the AuditCommittee under Section 143(12) of the Companies Act 2013; therefore no disclosurerequired in this regard.

22. DEPOSITS:

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

23. VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act 2013 andRules made thereunder the Company has established a Vigil Mechanism for Directors andEmployees to report their genuine concerns/ grievances and said mechanism is overseen bythe Audit Committee of the Company and the Company has also made provisions for directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases.

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 madethere under the Board has constituted Audit Committee. The Audit Committee consists ofthree Directors out of which two are Independent Directors. The Chairman of the Auditcommittee is an Independent Director. Committee consists of the following Directors:

S. No. Name & DIN Status (Chairman/ Member) Category
1 Awdhesh Shah (DIN- 00184656) Chairman Independent/ Non-executive
2 Ambreesh Tiwari (DIN- 01582960) Member Independent/ Non-executive
3 Abhishek Gupta (DIN- 01260263) Member Promoter/ Executive

During the financial year under review the Board has accepted all the recommendationsof the Audit Committee.

B. Nomination and Remuneration Committee:

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

S. No. Name & DIN Status (Chairman/ Member) Category
1 Awdhesh Shah (DIN- 00184656) Chairman Independent/ Non-executive
2 Ambreesh Tiwari (DIN- 01582960) Member Independent/ Non-executive
3 Vipin Mittal (DIN- 08298530) Member Independent / Non-executive

C. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules madethere under the Board has constituted Stakeholders Relationship Committee. TheStakeholders Relationship Committee consists of three Directors out of which two areIndependent Directors. The Chairman of the Stakeholders Relationship Committee is anIndependent Director. Committee consists of the following Directors:

S. No. Name & DIN Status (Chairman/ Member) Category
1 Ambreesh Tiwari (DIN- 01582960) Chairman Independent/ Non-executive
2 Awdhesh Shah (DIN- 00184656) Member Independent/ Non-executive
3 Sonika Gupta (DIN- 01527904) Member Promoter/ Executive

25. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The board has on the recommendation of the nomination & remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration and said policy is placed on the website of the Company and can be accessedat www.wewinlimited.com and said policy is also attached/ enclosed with this report. (ANNEXURE-V)

26. REMUNERATION POLICY:

The board has on the recommendation of the nomination & remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration and said policy is placed on the website of the Company and can be accessedat www.wewinlimited.com and said policy is also attached/ enclosed with this report. (ANNEXURE-V)

27. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING ORSUBSIDIARY COMPANY: NA

28. DISCLOSURE PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

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 givenbelow:

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

S. No. Name Designation Ratio to median remuneration
01. Mr. Abhishek Gupta (DIN: 01260263) Managing Director 3.6 %
02. Mrs. Sonika Gupta (DIN: 01527904) Director 3.6 %

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

During the financial year under review; there was 49% increase in the remuneration ofManaging Director and Director of the Company. However there was no increase in theremuneration of Chief Financial Officer and Company Secretary & Compliance Officer ofthe company.

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

Particulars 2020-21 2019-20 Percentage increase in median remuneration in 2020- 2021
Median Remuneration of employees 216000 240000 --

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

Total number of permanent employees as on 31.03.2021 is 205.

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

There was no increase in the remuneration of individual employees in financial year2020-21. However there was 49% increase in the remuneration of Mr. Abhishek Gupta (DIN:01260263) Managing Director and Mrs. Sonika Gupta (DIN: 01527904) Director of the companyin the financial year 2020-21.

The increase in remuneration is in line with the market trends cost of living and toensure the retention of skilled staff.

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 theCompany.

g. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

S. No. Name & Designat ion Remune ration (Per Annum) Nature of Employme nt whether Contractu al or otherwise Qual ifica tion expe rien ce Date of comme nceme nt of employ ment Age Last Employme nt held Relative of any Director /Manag er of the Company
1. Vineeta Gupta (Manager ) 132000 0/- Permanent MBA (HR) 8 year s 31-Dec- 16 30 Job in private company (Holds 12000 Equity shares of the company 0.35%) Nil
2. Dhruw Kumar Mishra (Project Head) 120000 0/- Permanent MBA 18 year s 06-Dec- 17 50 Job in private company Nil
3. Arti Gupta 102000 0/- Permanent MBA 1 year s 03-Apr- 20 42 Job in private company Nil
4. Sandeep Prithviraj Panda (Head- IT) 798000/ - Permanent MBA 13 year s 22-Jun- 07 36 Job in private company (Holds 3000 Equity shares of the company 0.08%) Nil
5. Manish Prajapati (Head- Developm ent) 786000/ - Permanent MBA 14ye ars 01-Jul- 15 45 Job in private company Nil
6. Syed Mumtaz Ahmed (Manager ) 696000/ - Permanent MBA 15 year s 14-Nov- 14 31 Job in private company Nil
7. Rahul Singh Bais (Head- Business) 648000/ - Permanent MBA 12 year s 01-Apr- 06 39 Job in private company (Holds 3000 Equity shares of the company 0.08%) Nil
8. Rajesh Singh (Manager ) 600000/ - Permanent MBA 10 year s 02-May- 18 9 year s Job in private company Nil
9. Vinay Giri (Manager ) 546000/ - Permanent MBA 15 year s 06-Sep- 06 38 Job in private company (Holds 3000 Equity shares of the company 0.08%) Nil
10. Atul Jain (Head- Finance) 540820/ - Permanent B.Co m 13 year s 01-Oct- 07 47 Job in private company Nil

There were no employees who in terms of remuneration drawn:

i. if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than One Crore and Two Lakh rupees;

ii. if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than Eight Lakh andFifty Thousand rupees per month;

iii. if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

29. Annual Listing Fees:

During the financial year under review the company confirms that the annual listingfees to NSE Limited for the financial year 2021-22 has been paid.

30. SHARES SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:

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

31. CORPORATE GOVERNANCE:

As the Equity shares of the company are listed on Emerge SME Platform of NSE thereforeCorporate Governance provisions as specified in Regulations 17 to 27 and Clauses (b) to(i) of sub-regulation 46 and Paras C D and E of Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company accordingly no reporting is required to be made under thishead.

32. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

33. INTER - SE RELATIONSHIP OF DIRECTORS:

S. No. Name & DIN of Director Relation with Directors
1 Abhishek Gupta (DIN: 01260263) Spouse of Mrs. Sonika Gupta (DIN: 01527904) Director of the company.
2 Sonika Gupta (DIN: 01527904) Spouse of Mr. Abhishek Gupta (DIN: 01260263) Managing Director of the company.
3 Ambreesh Tiwari (DIN: 01582960) No Relation with Directors
4 Awdhesh Shah (DIN: 00184656) No Relation with Directors
5 Vipin Mittal (DIN- 08298530) No Relation with Directors
6 Rajiv Singh (DIN- 02245630) No Relation with Directors

34. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and ofthe profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

35. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTSCOMMITTEE

The company has constituted internal complaint committee in terms of requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013at its registered office. Further during the financial year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

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

37. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

38. DEVIATION IN UTILSATION OF FUND:

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

39. GENERAL DISCLOSURES:

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

1. Issue of 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 underany scheme.

4. Buy Back of Shares.

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

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR: NA

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF: NA

42. ACKNOWLEDGEMENT:

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

Place: Bhopal

For & on behalf of the Board of Directors of

Dated: 27/08/2021

We Win Limited

Abhishek Gupta Sonika Gupta
(DIN: 01260263) (DIN: 01527904)
Managing Director Director

.