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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 43rd Annual Reportand the Audited Accounts for the financial year ended on March 31 2017.

1. FINANCIAL PERFORMANCE:

Sr. No. Particulars 2016-17 2015-16
1 Profit Before Depreciation & Tax (PBDT) (11.70) (64.96)
2 Less: Depreciation 0.05 0.06
3 Profit Before Exceptional items and Tax (11.75) (65.02)
4 Exceptional items - 137.56
5 Profit Before Tax (PBT) (11.75) 72.54
6 Less: Taxation (all Taxes) - 19.80
6 Profit After Taxation (PAT) (11.75) 52.74
7 Add: Balance brought forward from last year (1029.97) (1082.71)
Add: Depreciation Under Companies Act 2013 - -
8 Amount Available for Appropriation (1036.62) (1029.97)
9. Balance to be carried forward (1036.62) (1029.97)

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

The Company is poised for restructuring its operation into some other diversified .activities which are still under consideration of the board.

4. RESERVES

No amounts have been proposed to be carried into the reserves during the financial year2016-17.

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. SHARE CAPITAL

There was no further issue of shares during the year 2016-17. The Capital structure ofthe Company is as follows: .

Share Capital 31.03.2017 31.03.2016
(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. SEGMENT REPORTING:

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

12. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEARNINGS AND OUTGO:

During the year under review the Company did not undertake any activity/operationwhich continues to remains at a standstill since 1995 hence provisions relating toconservation of energy and technology absorption is not applicable to Company.

a) The Company has not earned any foreign exchange during the year under review asthere have been no exports.

b) Total foreign exchange used - NIL

13. 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.

14. ENVIRONMENT AND SAFETY

Since the Company has neither any workmen nor engaged in any activity since the closureof the plant in 1995 environment and safety measures are not required to be followed forthe time being.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of section 149 of the Act the following Independent Directors continue toremain unchanged on the Board.

1. Mr. P.K.R.K. Menon

2. Mrs. Sharmila S. Chitale

The independent directors met on February 06 2017 in order 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 ofexecutive directors and non-executive directors

• 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 independent directors attended the annual meeting and expressed satisfaction withthe evaluation process.

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 Financial Officer

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.

In terms of the provisions of Section 152(6) of the Companies Act 2013 Shri.Prithviraj S. Parikh Director (DIN: 00106727) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for reappointment. In accordancewith Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and applicable provisions of the Companies Act 2013 brief profile ofthe Director to be re-appointed is included in the Notice which forms part of the AnnualReport.

During the year four Meetings of Audit Committee were convened and held with therequisite quorum.

Apart from the above no other Director or Key Managerial Personnel was appointed orretired or resigned during the year under review. Particulars with regard to Remunerationof Director and KMP are set out in Annexure "II" (V).

16. BOARD MEETINGS:

During the year the Board of Directors of the Company met 4 times as detailed below:

Date of the meeting Total Number of Directors as on the date of Meeting No. of Directors who has attended the meeting
30.05.2016 4 3
12.08.2016 4 3
14.11.2016 4 3
06.02.2017 4 3

The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013 and Secretarial Standard -1.

17. 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 and Regulation 18 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The AuditCommittee at present comprises of three members all being Non-Executive IndependentDirectors viz. Mr. P.K.R.K. Menon (Chairman) Mr. Prithviraj S. Parikh and Mrs. SharmialS. Chitale. Chairman of the Audit Committee was present at the previous Adjourned AnnualGeneral Meeting of the company held on 27th September 2016. The auditcommittee met 4 times during the year on 30.05.2016 12.08.2016 14.11.2016 and06.02.2017.

The Board has accepted all the recommendations of the Audit Committee during the year2016-17.

18. CORPORATE GOVERNANCE

In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014 dtd.15.05.2014 by SEBI and as per Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the provision with regard to Corporate Governance is notapplicable to the company as the paid up equity capital is not exceeding Rs. 10 crores andnet worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

19. 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 C.F.O. who was appointedon 10-11-2015 and therefore no remuneration policy has been laid down as of now.

20. 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.

21. 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 -1" to this report.

22. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES :

The Company has no employees except C.F.O and therefore no information requiredpursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is furnished.

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

23. VIGIL MECHANISM/WHISTLEBLOWER 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 whistleblowers areprotected from retribution whether within or outside the organization.

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

24. 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.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The company may not be able to undertake any project until the pending Legal mattersare resolved.

26. 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-ll and forms part of this report.

27. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. P. S. RamnathCompany Secretary (CP: 4159 ; F.C.S. 819) have been appointed as the SecretarialAuditors to conduct the Secretarial Audit of the Company for the financial year 2016-17the Secretarial Audit Report is annexed herewith as "Annexure- III" and formspart of this report.

28. STATUTORY AUDITORS:

The statutory Auditors M/s Haribhakti & Co. LLP Chartered Accountants (FirmRegistration No. - 103523W) which has completed its term under section 139 clause 2 (b)and therefore shall not be eligible for re-appointment as auditor of the company. A noticehas been received under section 139(1) of the Companies Act 2013 from a member proposingappointment of M/s. D. B. Shah & Associates Chartered Accountants (Firm RegistrationNo. - 109530W) as the statutory auditors in the vacancy caused due to the cessation ofoffice by the incumbent auditors.

The Audit Committee has considered the qualifications and experience of the proposedauditors and has recommended their appointment. The Board of Directors has also consideredthe matter and recommends the passing of the Special Resolution appointing M/s. D. B. Shah& Associates Chartered Accountants as statutory auditors in place of the retiringAuditor M/s Haribhakti & Co. LLP Chartered Accountants Written consent of theproposed auditors together with a certificate that the appointment if made shall be inaccordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors)Rules 2014 has been received.

29. SECRETARIAL AND STATUTORY AUDITOR OBSERVATION

The Statutory Auditors of the Company have not reported any fraud as specified underthe Second provision of Section 143 (12) of the Companies Act 2013 (including anyStatutory modification(s) or re-enactment(s) for the time being in force).

There are no adverse remarks observations or disclaimer remarks by the StatutoryAuditors.

30. 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.

31. 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.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures if any.

b. that such accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c. that proper and sufficient care has been taken 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; and

d. that the annual accounts have been prepared on a going concern basis.

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

33. 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.

34. 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.

35. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH INTERNATIONALFINANCIAL REPORTING STANDARDS (IFRS)

The Ministry of Corporate Affairs (MCA) Government of India has notified the Companies(Indian Accounting Standards) Rules 2015 on February 16 2015. Further a Press Releasewas issued by the MCA on January 18 2016 outlining the roadmap for implementation ofIndian Accounting Standards (Ind AS) converged with International Financial ReportingStandards (IFRS). Accordingly the accounts are being prepared as per Indian AccountingStandards (IND AS) as are applicable and Indian Generally Accepted Accounting Principles(IGAAP) w.e.f. 01-04-2017.

36. 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.

37. ACKNOWLEDGEMENT:

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

On behalf of the Board of Directors

Sd/- Sd/-
P.K.R.K. Menon Sharmila S. Chitale
Director . Director
DIN : 00106279 DIN : 07146530
Place : Mumbai
Date : 26th May 2017.