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Western Ministil Ltd.

BSE: 504998 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE187U01015
BSE 05:30 | 01 Jan Western Ministil Ltd
NSE 05:30 | 01 Jan Western Ministil Ltd

Western Ministil Ltd. (WESTERNMINISTIL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the 46th Annual Report and theAudited Accounts for the financial year ended on March 312020.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended 31 March 2020 issummarised below:

Sr. No. Particulars 2019-20 2018-19
1 Revenue from operations - -
2 Other Income - 0.55
3 Total - 0.55
4 (Loss) Before Exceptional items
Depreciation & Tax (PBDT) (15.43) (14.84)
5 Less: Depreciation - -
Less: Exceptional items - -
6 (Loss)for the year before taxation (15.43) (14.84)
7 Less: Provision for tax - -
Tax paid for earlier year 0.71 -
8 Loss for the year after tax (16.14) (14.84)
9 Other Comprehensive Income - -
10 Total Comprehensive Income for the year (16.14) (14.84)

2. SALIENT FEATURES OF COMPANY'S WORKING DURING THE YEAR:

During the year under review the Company did not undertake any activity / operationwhich continues to remain at a standstill since 1995.

3. OUTLOOK

Having considered the possibilities of restructuring its operation and/or undertakingsome other diversified activities the Board has concluded that neither of these optionsare feasible at this stage of uncertainties prevailing in the economy. Accordingly theBoard is of the view that the company initiate corporate insolvency resolution process asper the provisions of Insolvency & Bankruptcy Code 20l6 (IBC2016) and such otherprovisions and regulations as may be applicable.

4. RESERVES

No amounts have been proposed to be carried into the reserves during the financial year2019-20.

5. EQUITY INFUSION OF FUNDS:

Your Company has not issued any equity shares during the year under review nor borrowedmoney by way of public deposits.

6. DIVIDEND:

Considering the year's financial performance and carried forward losses of previousyears the Board had decided not to recommend any dividend.

7. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company has not deviated its line of business activity nor has expanded the areaof activities; therefore there is no change in the nature of business for the year underreview.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Your Company has no subsidiaries associate and joint ventures therefore disclosingthe names of the respective entities does not arise.

9. SHARECAPITAL

There was no further issue of shares during the year 2019-20. The Capital structure ofthe Company is as follows:

Share Capital 31.03.2020 31.03.2019
(a) Authorised share Capital 10000000
Equity Shares of Rs.10/- each 100000000 100000000
(b) Issued Subscribed and fully paid up share capital 2157186 fully paid Equity Shares of Rs.10/- each 21571860 21571860
21571860 21571860

• Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares

The Company has not issued any bonus shares during the year under review.

• Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

10. DEPOSITS

The Company has not accepted any deposits under Chapter V of the Companies Act 2013.

11. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance among others are given inthe Management Discussion and Analysis.

12. SEGMENT REPORTING:

The Company had only one segment while in operation. However after closure in 1995 noactivity has been carried out.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

No information with regard to conservation of energy and technology absorption isrequired to be furnished as the plant has remained closed since 1995.

Further there were no foreign exchange earnings and outgo during the year underreview.

14. MANAGEMENT:

Despite the activities and operations being at a standstill the Company has evolvedstrategy to identify unsatisfactory risks on account of credit liquidity reputation etc.and the board has assumed overall responsibility for its implementation.

15. ENVIRONMENT AND SAFETY:

Since the Company has not been engaged in any activity after the closure of the plantin 1995 environment and safety measures are not required to be followed for the timebeing.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) Independent Directors:

The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013.

During the year under review the Independent Directors met on 07th February 2020 inorder to evaluate the:-

• The performance of Non-Independent Directors and Board of Directors as a whole

• The performance of Chairman of the Company taking into account the views of allthe Directors on Board.

• The quality quantity and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

All the Independent Directors attended the annual meeting.

b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. RajendraR. Chaturvedi Director (DIN: 01140882) retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment. In accordance withRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as 'SEBI Listing Regulations') and Secretarial Standard - 2on General Meetings brief profile of the Director to be re-appointed is included in theNotice which forms part of the Annual Report.

There was no change in the composition of Board structure of the Company during theyear under review.

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board:-

Mr. Ajit K. Honyalkar : Chief Executive Officer & Chief Financial Officer

Mr. Gyaneshwar K. Singh: Company Secretary

17. BOARD MEETINGS :

The Board meets at regular intervals as and when required to discuss the businesspolices and strategies apart from other routine business.

During the financial year 2019-20 the Board met 5 (Five) times i.e. on 23rd April2019 30th May 2019 14th August 2019 14th November 2019 and 07th February 2020.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the Annual General Meetingheld during the financial year 2019-20 is as under:

Name of the Category

Number of Meetings

Last Annual General Meeting attended

Director Held Attended
Mr. Prithviraj S. Parikh Chairman & NonExecutive Director 5 5 Yes
Mr. Rajendra R. Chaturvedi Promoter & NonExecutive Director 5 2 No
Mr. P. K. R. K. Menon Independent & NonExecutive Director 5 5 Yes
Ms. Sharmila S. Chitale Independent & NonExecutive Director 5 5 Yes
Mr. Hitesh V. Raja Independent & NonExecutive Director 5 5 Yes

18. COMMITTEES OF THE BOARD: a) AUDIT COMMITTEE:

Constitution of the Audit Committee:

A qualified and independent Audit Committee has been set up by the Board in compliancewith the requirements of Section 177 of the Companies act 2013 read with rules framedthereunder.

The composition quorum powers role and scope are in accordance with Section 177 ofthe Companies Act 2013. All the members of the Audit Committee are financially literateand have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the year2019-20

Meeting and Attendance:

The Committee met 4 (Four) times during the financial year 2019-20 i.e. on 30th May2019 14th August 2019 14th November 2019 and 07th February 2020.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by membersof the committee are given below:

Name of the Category

Number of Meetings

Director Held Attended
Mmr. Hitesh V. Raja - Chairperson Independent & NonExecutive Director 4 4
Mr. Prithviraj S. Parikh- Member Non-Executive Director 4 4
Mr. P. K. R. K. Menon Independent & NonExecutive Director 4 4

Mr. Hitesh V. Raja Chairman present at the last Annual General Meeting to answer thequeries of the shareholders.

b) NOMINATION AND REMUNERATION COMMITTEE:

Constitution of the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in compliancewith Section 178 of the Companies Act 2013 read with rules framed thereunder.

The Committee comprises of three Non-Executive Directors out of which two areIndependent Directors as on March 31 2019 and the Chairman of the Committee is anIndependent Director.

The Committee met 2 (Two) times during the financial year 2019-20 i.e. on 23rd April2019 and 14th November 2019.

The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by members of the committee are given below:

Name of the Director Category

Number of committee meetings

Held Attended
Mr. P. K. R. K. Menon Chairman - Independent & Non-Executive Director 2 2
Mr. Prithviraj S. Parikh Non-Executive Director 2 2
Mr. Sharmila S. Chitale Independent & NonExecutive Director 2 2

Mr. P. K. R. K. Menon Chairman of the Committee was present at the last Annual GeneralMeeting to answer the queries of the shareholders.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Constitution of the Stakeholders Relationship Committee:

The Nomination and Remuneration Committee of the Company is constituted in compliancewith Section 178 of the Companies Act 2013 read with rules framed thereunder.

The Committee comprises of three Non-Executive Directors out of which two areIndependent Directors as on March 31 2020 and the Chairman of the Committee is anIndependent Director. The Committee met 4 (Four) times during the financial year 2019-20on 30th May 2019 14th August 2019 14th November 2019 and 07th February 2020.

The composition of the Committee and the attendance of the members of the StakeholdersRelationship Committee during the financial year 2019-20 are as given below:

Name of the Director Category

Number of committee meetings

Held Attended
Ms. Sharmila S. Chitale - Chairperson Independent & NonExecutive Director 4 4
Mr. P.K.R.K. Menon - Member Independent & NonExecutive Director 4 4
Mr. Prithviraj S. Parikh - Member Non - Executive Director 4 4

The Company has obtained half-yearly certificate from a Company Secretary in Practiceconfirming the issue of certificates for transfer sub-division consolidation etc. andsubmits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of the ListingRegulations. Further the Compliance Certificate under Regulation 7(3) of the SEBI ListingRegulations confirming that all activities in relation to both physical and electronicshare transfer facility are maintained by Registrar and Share Transfer Agent is alsosubmitted to the Stock Exchanges on a half yearly basis.

Ms. Sharmila S. Chitale Chairperson of the Committee was present at the last AnnualGeneral Meeting to answer the queries of the Shareholders'.

19. CORPORATE GOVERNANCE:

Pursuant to Chapter IV of the SEBI Listing Regulations the provision with regard toCorporate Governance is not applicable to the company as the paidup equity capital doesnot exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as on the last day ofthe previous financial year.

20. REMUNERATION POLICY:

The Company has not paid any remuneration to the Directors nor intend doing so in thenear future except sitting fee to Independent Directors as the activities / operation areat standstill and no income is earned. It has no employees except CEO & C.F.O. who wasappointed on 23-04.2019 & 10-11-2015 and therefore no remuneration policy has beenlaid down as of now.

21. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed loan from Shri. Prithviraj S. Parikh Director of the Companyduring the year under review:

(Amount in Rs.)

Name Opening Balance beginning of the year Amount Borrowed Amount Repaid Held Closing Balance at the end of the year
Mr. Prithviraj. S. Parikh 1747500 1542000 - 3289500

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any Loans or provided Guarantees or made Investmentscovered under the provisions of Section 186 of the Companies Act 2013 during the yearunder review.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

There are no materially significant related party transactions made by the Companyduring the year under consideration with the Promoters Directors or Key ManagerialPersonnel which may have a potential conflict with the interest of the Company at large.All the related party transactions as required under Accounting Standard - 18 are reportedin the Notes to the financial statements.

The particulars as required under the Companies Act 2013 are furnished in Form AOC - 2which is annexed as "Annexure - I" to this report.

24. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES :

The Company has no employees except CEO & C.F.O and therefore no informationrequired pursuant to Section 197 read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is furnished.

Directors were also not paid remuneration or sitting fees during period under review

25. CODE OF CONDUCT

The Board has prescribed Code of Conduct ("Code") for all Board Members andSenior Management of the Company. All Board Members and Senior Management personnel haveconfirmed compliance with the Code for the year 2019-20. A declaration to this effect asrequired under Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report for the financial year2019-20.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a policy to provide a mechanism for any concerned person of theCompany to approach Chairman of the Audit Committee for the purpose of dealing at theinstance of fraud and mismanagement if any and also ensure that whistle blowers areprotected from retribution whether within or outside the organization.

The Policy has been uploaded in the website www.wetsernministil.com

27. PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has during the year rolled out a policy for prevention of SexualHarassment of women in the organization although it has no woman employed in theorigination during the period under review.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Board is of opinion that it would not be feasible nor desirable to undertake anynew project having regard to the uncertainties prevailing in the Indian economyaccentuated by the recession caused due to the outbreak of Covid-19 pandemic theramifications of which the company may not be able to contain for reasons of itsprecarious financial condition.

In the circumstances it may be considered fit and proper for the company to initiatecorporate insolvency resolution process as proposed by the Board under the specialresolution considered for adoption at the 46th AGM.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act 2013 an extract ofannual return is annexed hereto as "Annexure-M" and forms part of this report.

30. SECRETARIAL AND STATUTORYAUDITOR OBSERVATION

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri P. S. Ramnath ofCompany Secretary (CP:4159; F.C.S. 819) have been appointed as the Secretarial Auditorsto conduct the Secretarial Audit of the Company for the financial year 2019-20 theSecretarial Audit Report is annexed herewith as "Annexure- III and forms part of thisreport.

The Secretarial Audit Report does not contain any adverse remarks qualifications orobservations except with regard to provision of section 203 of the act which has sincebeen complied with.

31. STATUTORYAUDITORS:

M/s. D. B. Shah & Associates Chartered Accountants (Firm Reg. No.:109530W) wereappointed as Auditors of the Company for a term of 5 year consecutive years at theAdjourned Annual General Meeting held on 29th September 2018.

Disclosure under Section 143 (12) of Companies Act 2013:- The Statutory Auditors ofthe Company have not reported any fraud or irregularities as specified under the Secondprovision of Section 143 (12) of the Act (including any Statutory modification(s) orre-enactment(s) for the time being in force) read with Rule 13 of the Companies (Auditand Auditors) Rules 2014 during financial year under review.

Statutory Auditor's Report:-

There are no adverse remarks observations or disclaimer remarks by the StatutoryAuditors in their report for the financial year ended 31st March 2020

Disclosure under Section 143 (12) of Companies Act 2013:-

The Statutory Auditors of the Company have not reported any fraud or irregularities asspecified under the Second provision of Section 143 (12) of the Act (including anyStatutory modification(s) or re-enactment(s) for the time being in force) read with Rule13 of the Companies (Audit and Auditors) Rules 2014 during financial year under review.

Statutory Auditor's Report:-

The management's response to the Auditor's remark is appearing in the statement onimpact of Audit Qualifications appended elsewhere to the Annual Report. ( Page No.)

32. COMPLIANCE OF SECRETARIAL STANDARDS:-

The Board of Directors hereby confirms that all the applicable Secretarial Standardshave been complied with during the year under review.

33. COST AUDIT:

The Company is not required to maintain cost record as prescribed by the CentralGovernment under the provision of Section 148 of the Companies Act 2013 in view of theclosure of the plant in 1995 and cessation of manufacturing activities. No activities orservices have been undertaken by the Company since then.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place internal control systems and procedures commensurate with thesize and nature of its operations. Internal control processes which consist of adoptingappropriate management systems and implementing them are followed. The Board has laid downthe principles of policy being followed for Internal Financial Control (I.F.C.) inaccordance with Sec: 177(4)(vii) of the Companies Act 2013. These are aimed at giving theAudit Committee a reasonable assurance on the reliability of financial reporting andstatutory & regulatory compliances effectiveness and efficiency of your Company'soperations and are reviewed periodically and revised to keep in tune with the changingbusiness environment.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentations received from the Operating Management and after due enquiry herebyconfirm that:

I. In the preparation of annual accounts the applicable accounting standards have beenfollowed and no material departures have been made from the same;

II. They had in consultation with Statutory Auditors selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at31st March 2020 and of loss of Company for the year ended on that date;

III. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

IV. They have prepared the annual accounts on a "going concern" basis;

V. They have laid down internal financial controls which are adequate and operatingeffectively;

VI. They have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As the Company does not fall under any of the threshold limits as set out U/S 135 ofthe Companies Act 2013 the provisions with respect to CSR are not applicable forcompliance.

37. LISTING

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The annuallisting fee has been paid to the stock exchange before the due date.

38. CAUTIONARY STATEMENT

Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc. are based on reasonableassumption the actual results might differ.

39. ACKNOWLEDGEMENT:

Your Directors acknowledge with thanks the co-operation and understanding displayed bythe shareholders & others and continue to look forward to the same.

By order of the Board of Directors
Sd/-
Place : Mumbai P. S. Parikh
Date : 30th June 2020 Director (DIN: 00106727)

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