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Welcon International Ltd.

BSE: 539410 Sector: Others
NSE: N.A. ISIN Code: INE873S01022
BSE 00:00 | 18 Apr 6.20 0
(0.00%)
OPEN

5.89

HIGH

6.20

LOW

5.89

NSE 05:30 | 01 Jan Welcon International Ltd
OPEN 5.89
PREVIOUS CLOSE 6.20
VOLUME 410
52-Week high 17.85
52-Week low 5.15
P/E 17.22
Mkt Cap.(Rs cr) 13
Buy Price 5.89
Buy Qty 290.00
Sell Price 6.20
Sell Qty 6340.00
OPEN 5.89
CLOSE 6.20
VOLUME 410
52-Week high 17.85
52-Week low 5.15
P/E 17.22
Mkt Cap.(Rs cr) 13
Buy Price 5.89
Buy Qty 290.00
Sell Price 6.20
Sell Qty 6340.00

Welcon International Ltd. (WELCONINTER) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting their 23rd Annual Report on the business andoperations together with the Audited Statement of Accounts of the Company for the yearended 31st March 2018.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(In Lakhs)

Particulars Financial Year 2017-18 Financial Year 2016-17
Total Income 915.27 1191.56
Total Expenditure 805.92 1169.42
Profit/(Loss) before Taxation 109.35 22.13
Profit/ (Loss) after Taxation 79.49 16.12

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 79.49 Lakhs during the financial year 2017-18. YourDirector expects to achieve better performance in the future taking maximum efforts tocontrol the costs and optimize the results in the coming years.

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 any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable since your Company has no such employees.

6. 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.

7. 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. ANNEXURE A.

8. NUMBER OF MEETINGS:

The Board has met Six times during the financial year the details of which are asunder:

30th May 2017 17th August 2017 14th September 2017 12th October 2017 13th December2017 13th February 2018. The intervening gap between any two meetings was within theperiod prescribed by the Companies Act 2013.

9. COMPOSITION OF COMMITTEES:

During the F.Y 2017-18 four Audit Committee Meetings four StakeholderGrievance Committee Meetings and One Nomination and Remuneration Committee Meetingwere held and the Composition as on 31.03.2018 is as below

AUDIT COMMITTEE
Mrs.Vidhi Shambwani* Chairman & Independent Director
Mr. Jaymin Modi Member & Independent Director
Mr. Mahesh Raut Member & Managing Director

*Appointed w.e.f 12/10/2017

STAKEHOLDER GRIEVANCE COMMITTEE
Mrs.Vidhi Shambwani** Chairman & Independent Director
Mr. Jaymin Modi Member & Independent Director
Mr. Mahesh Raut Member & Managing Director
NOMINATION AND REMUNERATION COMMITTEE
Mrs.Vidhi Shambwani** Chairman & Independent Director
Mr. Jaymin Modi Member & Independent Director
Mr. Mohil Khetani Member & Non-Executive Director

10. 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's RelationshipCommittees.

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 2017-18. Mr. Mukesh DesaiResigned from the Board during the FY 2017-18 w.e.f. 12.10.2017.

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 – CompanySecretary & 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 2017 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 March2017 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 including Rules made there under andtherefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts ofCompanies under the Companies Act 2013 is not appended herewith.

15. 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 27th AGM to be heldin the calendar year 2022 subject to ratification by members at every Annual GeneralMeeting of the Company if so required under the Law.

The Ministry of Corporate Affairs have vide its Commencement Notification dated 7thMay 2018 inter alia notified the commencement of section 40 of the Companies (Amendment)Act 2017 which omitted the proviso to sub-section (1) of section 139 of the CompaniesAct 2013 mandating the requirement of annual ratification for Auditors appointment bythe Members at every Annual General Meeting.

In appreciation of the commendable performance by the Auditors during the year theBoard has decided to discontinue the practice of obtaining annual ratification of theshareholders for appointment of Statutory Auditors.

The Auditors' Report for the fiscal 2018 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014 as amended no fraud has beenreported by the Auditors of the Company where they have reasons to believe that an offenceinvolving fraud is being or has been committed against the company by officers oremployees of the company.

16. INTERNAL AUDITORS :

The Company has re-appointed Mr. Ashvin Thumar Chartered Accountants and Mumbai asinternal auditor of the Company for financial year 2018-19.

17. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE

REPORT OF 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.

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 2017-18.The Secretarial Audit Report forms part of theAnnual report as Annexure to the Board's Report.

The Copy of Secretarial Audit Report for the Financial Year 2017-18 issued by Mrs.Urmila Bohra Company Secretary in Practice has been attached and marked as Annexure B.The Secretarial Auditors' Report for the fiscal 2018 does not contain any majorqualification reservation or adverse remark.

19. 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. ANNEXURE C.

20. 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 analysis but also identifies potentialopportunities. However management believes that the mitigation plans for identified risksare in place and may not threaten the existence of the Company.

21.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.

22. 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 against victimization tothose who avail the mechanism and direct access to the Chairman of the Audit Committee inexceptional cases is provided to them.

23. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

(i) The Ahmedabad Stock Exchange Limited. (ii) Bombay Stock Exchange Limited (BSE Ltd.)

24. 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.

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

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

26. 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

For and On Behalf of the Board

For SINNER ENERGY INDIA LTD

Sd/- Mahesh Raut Managing Director DIN: 00036179

Place: Mumbai Date: 11.08.2018