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Welcon International Ltd.

BSE: 539410 Sector: Others
NSE: N.A. ISIN Code: INE873S01022
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NSE 05:30 | 01 Jan Welcon International Ltd
OPEN 8.65
PREVIOUS CLOSE 8.65
VOLUME 9
52-Week high 9.00
52-Week low 4.03
P/E 43.25
Mkt Cap.(Rs cr) 18
Buy Price 8.87
Buy Qty 4.00
Sell Price 8.80
Sell Qty 150.00
OPEN 8.65
CLOSE 8.65
VOLUME 9
52-Week high 9.00
52-Week low 4.03
P/E 43.25
Mkt Cap.(Rs cr) 18
Buy Price 8.87
Buy Qty 4.00
Sell Price 8.80
Sell Qty 150.00

Welcon International Ltd. (WELCONINTER) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 24th Annual Report on thebusiness and operations together with the Audited Statement of Accounts of the Company forthe year ended 31st March 2019.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(Amount in Rs.)

Description Year ended 31.03.2019 Year ended 31.03.2018
Total Income 172351045 91527026
Total Expenditure 170986483 80591881
Profit/(Loss) before Taxation 1364562 10935145
Profit/ (Loss) after Taxation 1001151 7949250

2. REVIEW OF OPERATION:

During the financial year ended 31st March 2019 the Company has recorded revenue ofRs. 1723.51 lakhs. The Company has earned profit of Rs 10.01lakhs during the year underreview as compared to profit of Rs.79.49 lakhs- in the previous financial year. The Boardof Directors are exploring various business opportunities for its future Development.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy ofProfits and carry forward losses in year under review.

4. DEPOSITS:

The Company has not accepted deposits within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5. TRANSFER TO RESERVES

Being a profit during the year the Company has transferred amount to Reserve &Surplus Account.

6. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Companies Act 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended forms partof this Report.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.

8. RELATED PARTY TRANSACTIONS:

The details relating to related party transactions made by the Company with PromotersKey Managerial Personnel or other designated persons which may have potential conflictwith interest of the Company at large pursuant to Section 134(3)(h) of the Act read withrule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure in Form AOC-2 andthe same forms part of this report.

9. NUMBER OF BOARD MEETINGS:

Six Board Meetings were held during the financial year 2018-2019 on the followingdates:

(1) 29th May 2018

(2) 09th June 2018

(3) 11th August 2018

(4) 13th November 2018 (5) 13thFebruary 2019 (6) 28thMarch 2019

The Composition of the Board is as on 31.03.2019 was as under

Sr. No Directors Designation / Category of Directorship
1 Mahesh Jagdevrao Raut Managing Director
2 Vidhi Dinesh Shambwani Independent Director
3 Jaymin Piyushbhai Modi Independent Director
4 Mohil Dilipkumar Khetani Non-Executive Director

10. COMMITTEE MEETINGS: 1. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI Regulations read with Section 177 of the Companies Act 2013.

Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section177 of the Companies Act 2013 the Audit committee reviews reports of the InternalAuditor meets Statutory Auditors as and when required and discusses their findingssuggestions observations and other related matters. It also reviews major accountingpolicies followed by the Company. The Audit Committee is duly constituted during theFinancial Year ended 31st March 2019 4 (Four) Meetings of the Audit Committee were heldi.e. on 29th May201811th August2018 13th November2018 13th February2019. TheStatutory Audior Internal Auditor and Executive Directors/Chief Financial Officer areinvited to the meeting as and when required. The Composition of the Audit Committee is asunder

AUDIT COMMITTEE
Vidhi Shambwani Chairman & Independent Director
Jaymin Modi Member & Independent Director
Mahesh Raut Member & Managing Director

2. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee. The Nomination and RemunerationCommittee is duly constituted during the Financial Year under review the Nomination &Remuneration Committee meet once and was attended by all the Members. The Composition ofthe Audit Committee is as under:

NOMINATION AND REMUNERATION COMMITTEE
Vidhi Shambwani Chairman & Independent Director
Jaymin Modi Member & Independent Director
Mohil Khetani Member & Non-Executive Director

3. Stakeholders' Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non-receiptof annual report non-receipt of dividend etc and other related activities. In additionthe Committee also looks into matters which can facilitate better investor’s servicesand relations. The Stakeholders’ Relationship Committee is duly constituted duringthe Financial Year ended on 31st March 2019 4 (Four) Meetings of the Stakeholders’Relationship Committee were held i.e. on 29thMay2018 11thAugust2018 13thNovember2018 13thFebruary2019. The Composition of the Committee is as under:

STAKEHOLDER GRIEVANCE COMMITTEE
Vidhi Shambwani Chairman & Independent Director
Jaymin Modi Member & Independent Director
Mahesh Raut Member & Managing Director

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder’sRelationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. RE-APPOINTMENT OF DIRECTOR:

Mr. Mahesh Raut who retires by rotation being eligible offers himself forre-appointment at the ensuing Annual General meeting.

B. INDEPENDENT DIRECTORS:

Independent Directors on your Company’s Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. None of theDirectors of your Company is disqualified under Section 162 (2) of the Companies Act2013. As required by law this position is also reflected in the Auditors’ Report.

C. APPOINTMENT & RESIGNATION OF DIRECTORS:

No new Directors were appointed during the financial year 2018-19. Mr. Jayesh RawalExecutive Director of the Company resigned from the Board during the FY 2018-19 w.e.f.29.05.2018.

D. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder

(i) Mr. Mahesh Raut – Managing Director

(ii) Ms. Neelam Tekwani – Company Secretary & Compliance Officer

(iii) Mr. Mohil Khetani – Chief Financial Officer

12. SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

13. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

d) The Directors had prepared the accounts for the financial year ended 31st March2019 on a going concern basis.

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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

14. AUDITORS & AUDITORS REPORT:

The Board of Directors has appointed M/s. Koshal & Associates CharteredAccountants (Membership No- 043746) as the Statutory Auditors of the Company for a termof five years in 22nd AGM to hold office till the conclusion of the 27thAGM to be held in the calendar year 2022 subject to ratification by members at everyAnnual General Meeting of the Company if so required under the Law. The Report given bythe Auditors on the financial statements of the Company is part of the Annual Report.There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report. The Ministry of Corporate Affairs have vide its CommencementNotification dated 7th May 2018 inter alia notified the commencement ofsection 40 of the Companies (Amendment) Act 2017 which omitted the proviso tosub-section (1) of section 139 of the Companies Act 2013 mandating the requirement ofannual ratification for Auditors appointment by the Members at every Annual GeneralMeeting. In appreciation of the commendable performance by the Auditors during the yearthe Board has decided to discontinue the practice of obtaining annual ratification of theshareholders for appointment of Statutory Auditors.

15. INTERNAL AUDITORS :

The Company has re-appointed Mr. Ashvin Thumar Chartered Accountants and Mumbai asinternal auditor of the Company for financial year 2019-20.

16. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules1988 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is not applicable in case of your Company.

17. INTERNAL CONTROL SYSTEM AND THEIR AQEUACY:

Your Company has policies and procedures for ensuring the orderly and efficient conductof its business including adherence to the Company’s policies safeguarding of itsassets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.Additional details on Internal Financial Controls and their adequacy are provided in theManagement Discussion and Analysis Report forming part of this Annual Report.

18. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mrs. Urmila Bohra Company Secretary as Secretarial Auditor ofthe Company for the financial Year 2018-19.The Secretarial Audit Report forms part of theAnnual report as Annexure to the Board's Report. The Copy of Secretarial Audit Report forthe Financial Year 2018-19 issued by Mrs. Urmila Bohra Company Secretary in Practice hasbeen attached as annexure herewith. The Secretarial Auditors’ Report for thefinancial Year 2018-19 does not contain any major qualification reservation or adverseremark.

19. CHANGE IN NAME OBJECTS AND LOCATION OF REGISTERED OFFICE THE COMPANY.

The Board of Directors at their Board Meeting held on 09th June 2018 has considered aproposal for diversification into areas which would be more profitable for the company asa part of diversification plans. The Board of Directors thought it prudent to engage inthe construction business and Information technology activities. For this purpose the mainobject clause of the company which was restricted only its scope of commodity trading anddistribution was required to be so made out to cover a wide range of activities in theareas of Construction Business and Information Technology activities and accordingly themain object was changed. Accordingly the name of the Company was change from "SinnerEnergy India Limited" to "Welcon International Limited" and the main objectclause of the Company was altered to include the Object Clauses related to Constructionbusiness and Information Technology activities vide special resolution passed throughpostal ballot conducted pursuant to section 110 of the companies act 2013 read with rule22 of the companies (management and administration) rules 2014. During the year underreview the Company had shifted its Registered office of the Company from the State ofGujarat to the State of Maharashtra in Mumbai at F-241st Floor Raghuleela Megha MallBehind Poisar Depot S.V Road Kandivali Mumbai 400067 Maharashtra effective from 28thDay of January 2019.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure to the Board Report.

21. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk management and has adequaterisk management procedures which are based upon business environment operationalcontrols and compliance procedures. The risk assessment is not limited to threat analysisbut also identifies potential opportunities. However management believes that themitigation plans for identified risks are in place and may not threaten the existence ofthe Company.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loan guarantee and investment covered under the provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 aregiven in the Notes to the financial statements.

23. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

Your Company gives prime importance to the dignity and respect of its employeesirrespective of their gender or hierarchy and expects responsible conduct and behaviour onthe part of employees at all levels. Providing a safe and congenial work environment forall employees is an integral part of the Company's Code of Conduct. In compliance with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder your Company has adopted a policy forPrevention of Sexual Harassment at the Workplace and matters connected therewith. Therewas no complaint of sexual harassment received during the financial year 2018-2019.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company’s operations.

25. COST RECORDS:

The company is not required to maintain Cost Records as specified by the Centralgovernment under sub section (1) of section 148 of the Companies Act 2013.

26. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company has in place a vigil mechanism for Directors and employees to reportinstances and concerns about unethical behavior actual or suspected fraud or violation ofyour Company’s Code of Conduct. Adequate safeguards are provided againstvictimization to those who avail the mechanism and direct access to the Chairman of theAudit Committee in exceptional cases is provided to them.

27. STOCK EXCHANGES:

The Company’s shares are listed on the following Stock Exchanges: (i) Bombay StockExchange Limited (BSE Ltd.)

28. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company is notfalling within the prescribed ambit as mentioned there in hence it is not applicable tothe Company.

29. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexedherewith as Annexure to the Board Report.

30. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees fortheir contribution and thanks to our valued clients Bankers and shareholders for theircontinued support.

Registered Office: For Welcon International Limited
F-241st Floor Raghuleela Megha (Formerly known as Sinner Energy India Limited)
Mall Behind Poisar DepotS.V Road
Kandivali Mumbai-400067. Sd/-
Mahesh Raut
Date: 13.08.2019 Managing Director
Place: Mumbai DIN: 00036179