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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 45th Annual Reportand the

Audited Accounts for the financial year ended on March 31 2019.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended 31 March 2019 is summarisedbelow:

(` In Lacs)
Sr. No. Particulars 2018-19 2017-18
1 Revenue from operations - -
2 Other Income 0.55 0.15
3 Total 0.55 0.15
4 (Loss) Before Exceptional items (14.84) (21.00)
Depreciation & Tax (PBDT)
5 Less: Depreciation - (0.03)
Less: Exceptional items - 28.09
6 (Loss)for the year before taxation (14.84) 7.06
7 Less: Provision for tax - 2.10
Excess provision for Tax - -
8 Loss for the year after tax (14.84) 4.96
9 Other Comprehensive Income - -
10 Total Comprehensive Income for the year (14.84) 4.96

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 might restructure its operation into some other diversified activities atthe appropriate time.

4. RESERVES:

No amounts have been proposed to be carried into the reserves during the financial year2018-19.

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 2018-19. The Capital structure ofthe Company is as follows:

Share Capital 31.03.2019 31.03.2018
(a) Authorised share Capital 10000000 Equity Shares of `10/- each 100000000 100000000
(b) Issued Subscribed and fully paid up share capital 2157186 fully paid Equity Shares of `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 OUT GO:

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 Companies Act 2013.

During the year under review the Independent Directors met on 29th January2019 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 of all theDirectors on Board.

The quality quantity and timeliness of flow of information between the management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

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. PrithvirajS. Parikh Director (DIN: 00106727) retires by rotation at the forthcoming Annual GeneralMeeting 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– 2 on

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 ofBoard structure of the Company during the year 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 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 2018-19 the Board met 4 (Four) times i.e. on 28thMay 2018 14th August 2018 14th November 2018 and 29thJanuary 2019.

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

Meeting held during the financial year 2018-19 is as under:

Name of the Category Number of Meetings Last Annual General Meeting attended
Director Held Attended
Mr. Prithviraj S. Chairman & Non- 4 2 Yes
Parikh Executive Director
Mr. Rajendra R. Non- Executive Director 4 2 No
Chaturvedi
Mr. P.K.R.K. Menon Independent Director 4 4 Yes
Ms. Sharmila S. Independent Director 4 4 Yes
Chitale
Mr. Hitesh V. Raja Independent Director 4 4 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 financiallyliterate and have experience in financial are management.

The Board has accepted all the recommendations of the Audit Committee during the year2018-19

Meeting and Attendance:

The Committee met 4 (Four) times during the financial year 2018-19 i.e. on

28th May 2018 14th August 2018 14th November 2018and 29th January 2019. The gap between two meetings did not exceed one hundredand twenty days and the necessary quorum was present for all the meetings held during theyear. The composition of the Audit Committee and the details of meetings attended bymembers of the committee are given below:

Name of the Director Category Number of Meetings
Held Attended
Mr. Hitesh V. Raja Independent Director 4 4
- Chairperson
Mr. Prithviraj S. Parikh Non-Executive Director 4 2
- Member
Mr. P. K. R. K. Menon Independent Director 4 4
- Member

Mr. Hitesh V. Raja Chairman present at the last Annual General Meeting to answer thequeries of the shareholders. b) NOMINATION AND REMUNERATION COMMITTEE: Constitution ofthe 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 2019 and the Chairman of the Committee is anIndependent Director.

The Committee met 2 (Two) times during the financial year 2018-19 i.e. on

24th April 2018 and 29th January 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 Meetings
Held Attended
Mr. P. K. R. K. Menon Independent Director 2 2
- Chairman
Mr. Prithviraj S. Parikh Non-Executive Director 2 1
- Member
Mr. Sharmila S. Chitale Independent Director 2 2
- Member

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 RELATIONSHIPCOMMITTEE:

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 2019 and the Chairman of the Committee is anIndependent DirectorThe Committee met 4 (Four) times during the financial year 2018-19 on28th May 2018 14th August 2018 14th November 2018and 29th January 2019. The composition of the Committee and the attendance ofthe members of the Stakeholders Relationship Committee during the financial year 2017-18are as given below:

Name of the Director Category Number of Meetings
Held Attended
Ms. Sharmila S. Chitale Independent Director 4 4
- Chairperson
Mr. P.K.R.K. Menon Independent Director 4 4
- Member
Mr. Prithviraj S. Parikh Non- Executive Director 4 2
– Member

The Company has obtainedhalf-yearlycertificatefrom 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 under Regulation 7(3) of the SEBI ListingRegulations confirming Certificate that all activities in relation to both physical andelectronic share transfer facility are maintained by Registrar and Share Transfer Agent isalso submitted 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 paid up equity capital doesnot exceed `10 crores and net worth does not exceed ` 25 crores as on the last day of theprevious 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 C.F.O. who was appointedon 10-11-2015 and therefore no remuneration policy has been laid 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 `)
Name Opening Balance beginning of the year Amount Borrowed Amount Repaid Closing Balance at the end of the year
Mr. Prithviraj. S. 172500 1575000 - 1747500
Parikh

21. 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.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

There are no materiallysignificantrelated party transactions made by the

Company during the year under consideration with the Promoters Directors or

Key Managerial Personnel which may have a potential conflict with the interest of theCompany at large. All the related party transactions as required under

Accounting Standard - 18 are reported in 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.

23. 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

24. 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 2018-19. 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 year 2018-19.

25. 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

26. 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.

27. OTHER MATERIAL ORDERS a) Company's Appeal in O.A. No: 2838 of 2000 againstorder dtd. 15-07-2005 passed by D.R.T. II Mumbai in the matter of B.C.C.I (Overseas) Ltd.gone in liquidation and managed by S.B.I. Commercial & International Ltd. & 2 Ors.has since been closed by D.R.A.T. Mumbai vide order dtd. 06-02-2019 in view of the entiredecretal amount having been realized by the Respondents. b) The money suit No : 3188 of1994 filed by M/s Vigro Steel against the Company reinstated thrice earlier has since beendismissed for non – prosecution as per order passed by Hon. High court at Bombay on10-04-2019 as the plaintiff has unable to lead any evidence in the absence of documents.

However the Companies cross suit No. 4433 of 1994 filed against M/s Vigro

Steel is pending for hearing and disposal.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

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-II" and forms part of thisreport.

30. SECRETARIAL AND STATUTORY AUDITOR 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 SecretarialAuditors to conduct the Secretarial Audit of the Company for the financial year 2018-19the Secretarial Audit Report is annexed herewith as "Annexure- III" andforms part of this report.

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. STATUTORY AUDITORS:

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 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:-

There are no adverse remarks observations or disclaimer remarks by the

Statutory Auditors in their report for the financial year ended 31st March2019 except their qualified opinion with regard to non -provision of interest changes dueto financial difficulties and resultant uncertainty to continue as a going concern.

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 Nos. 53 & 54)

32. COMPLIANCE OF SECRETARIAL STANDARDS:-

The Board of Directors hereby confirms that all the applicable Secretarial

Standards have 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 ofthe closure of the plant in 1995 and cessation of manufacturing activities. No activitiesor services 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 inconsultation with Statutory Auditors selected accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of loss of Company for the year ended on that date;

III. They have taken proper and sufficientcare 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 provisionsof all applicable 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.

On behalf of the Board of Directors
Sd/- Sd/-
P. S. Parikh Sharmila S. Chitale
Place : Mumbai Director Director
Date : 30th May 2019 DIN : 00106727 DIN : 07146530