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Western Ministil Ltd.

BSE: 504998 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE187U01015
BSE 00:00 | 12 Aug Western Ministil Ltd
NSE 05:30 | 01 Jan Western Ministil Ltd
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Western Ministil Ltd. (WESTERNMINISTIL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company are pleased to present the 47th Annual Reportand the Audited Accounts for the financial year ended on March 312021.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended 31 March 2021 is summarisedbelow:

(Rs. In Lacs)

Sr. No. Particulars 2020-21 2019-20
1 Revenue from operations - -
2 Other Income - -
3 Total - -
(Loss) Before Exceptional items Depreciation & Tax (PBDT) (14.07) (15.43)
5 Less: Depreciation - -
Less: Exceptional items - -
6 (Loss)for the year before taxation (14.07) (15.43)
7 Less: Provision for tax - -
Tax paid for earlier year - 0.71
8 Loss for the year after tax (14.07) (16.14)
9 Other Comprehensive Income - -
10 Total Comprehensive Income for the year (14.07) (16.14)

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 had at that time concluded that neither ofthese options were feasible.

Accordingly the members have approved in the last AGM (46th) held on 24-12-2020 inorder to initiate corporate insolvency proceedings as per provisions of Insolvency &Bankruptcy Code 2016 (IBC2016) and such other provisions/ regulations as may beapplicable at the appropriate time. However the matter could not proceed due to theauthority not taking up fresh cases for the time being and in view of disruption owing tothe on-going Covid-19 pandemic. Therefore the Board had deferred further action duringthe year 2020-21.

4. RESERVES

No amounts have been proposed to be carried into the reserves during the financial year2020-21.

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 2020-21. The Capital structure ofthe Company is as follows:

Share Capital 31.03.2021 31.03.2020
(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 12thFebruary 2021 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 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.Prithviraj S. Parikh Director (DIN: 00106727) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. Inaccordance with Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as ‘SEBI ListingRegulations') and Secretarial Standard - 2 on General Meetings brief profile of theDirector to be re-appointed is included in the Notice which forms part of the AnnualReport.

With deep regret we report the sad demise of our Director Mr. Rajendra R. Chaturvediwhich occurred on 30th June 2021. The Board would like to place on record itshighest gratitude and appreciation for the guidance and wise counsel provided by Mr.Rajendra R. Chaturvedi during his tenure as a director.

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 AND AGM :

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 2020-21 the Board met 4 (Four) times i.e. on 30thJune 2020 11th September 2020 12th November 2020 and 12th February 2021.

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 2020-21 is as under: :

Name of the Director Category Number of Meetings Last Annual General Meeting attended
Held Attended
Mr. Prithviraj S. Parikh Chairman & NonExecutive Director 4 4 Yes
Mr. Rajendra R. Chaturvedi* Promoter & NonExecutive Director 4 2 No
Mr. P.K.R.K. Menon Independent & NonExecutive Director 4 4 Yes
Ms. Sharmila S. Chitale Independent & NonExecutive Director 4 3 Yes
Mr. Hitesh V. Raja Independent & NonExecutive Director 4 3 Yes

‘Expired on 30th June 2021.

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 year2020-21

Meeting and Attendance:

The Committee met 4 (Four) times i.e. on 30th June 2020 11thSeptember 2020 12th November 2020 and 12th February 2021.

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 Director Category Number of committee meetings
Held Attended
Mr. Hitesh V. Raja - Chairman Independent & NonExecutive Director 4 3
Mr. Prithviraj S. Parikh- Member Non-Executive Director 4 4
Mr. P. K. R. K. Menon Member Independent & NonExecutive Director 4 4

The previous AGM of the Company was held on 24th December 2020 and Mr.Hitesh V. Raja Chairman of the Committee was present at the last AGM to answer theshareholders queries.

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 1 (One) times during the financial year 2020-21 i.e. on 12thFebruary 2021.

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 & NonExecutive Director 1 1
Mr. Prithviraj S. Parikh Member Non-Executive Director 1 1
Mr. Sharmila S. Chitale Member Independent & NonExecutive Director 1 1

The previous AGM of the Company was held on 24th December 2020 and Mr. P.K. R. K. Menon Chairman of the Committee was present at the last AGM to answer theshareholders queries.

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 2021 and the Chairman of the Committee is anIndependent Director. The Committee met 4 (Four) times during the financial year 2020-21on 30th June 2020 11th September 2020 12th November2020 and 12th February 2021.

The composition of the Committee and the attendance of the members of the StakeholdersRelationship Committee during the financial year 2020-21 are as given below:

Name of the Director Category Number of committee meetings
Held Attended
Ms. Sharmila S. Chitale Chairman Independent & NonExecutive Director 4 3
Mr. PK.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.

The previous AGM of the Company was held on 24th December 2020 and Ms.Sharmila S. Chitale Chairman of the Committee was present at the last AGM to answer theshareholders queries.

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. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and theSEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. Additionally the Chairman of the Board wasalso evaluated on key aspects of his role taking into account the views of executivedirectors and non executive directors in the aforesaid meeting.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are as provided by theGuidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors. Performanceevaluation of Independent Directors was done by the entire board excluding theIndependent Director being evaluated.

21. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every Independent Director Executive Director / Senior Managerial Personnel isfamiliarized about the Company's strategy operations organisation structure humanresources quality finance and risk management.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a Director. The terms and conditions of letter of appointment isavailable on the Company's website at www.westernministil.com.

22 CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

The company has adopted a policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Director andalso remuneration for key managerial personnel and other employees. The policy isavailable on the website of the Company at www.westernministil.com.

23. 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. and CompanySecretary who were appointed on 23-04.2019 10-112015 & 29.01.2019 respectively andtherefore no remuneration policy has been laid down as of now.

24. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed loan from Mr. 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 Closing Balance at the end of the year
Mr. Prithviraj. S. Parikh 3340963 1491000 - 4831963

25. 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.

26. 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 Ind- AS 24 ‘Related PartyDisclosures' are reported in other explanatory information forming part of the financialstatements.

Details of related party transactions are regularly placed before the Audit Committeeand also before the Board for its approval. Wherever required prior approval of the AuditCommittee is obtained.

The Company has not entered into any related party transaction during the financialyear pursuant to the provisions of Section 188 of the Act read with Companies (Meetingsof Board and its Powers) Rules 2014 as amended from time to time. Hence disclosure inForm AOC-2 has not been given.

27. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES :

The Company has no employees except CEO CFO. & CS 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 notpaid remuneration or sitting fees during period under review.

28. 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.

29. 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.westernministil.com

30. 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.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

32. 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-I" and forms part of thisreport.

33. SECRETARIAL AUDITOR :

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 2020-21 theSecretarial Audit Report is annexed herewith as "Annexure-II" and formspart 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.

34. 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 and therefore theycontinue to remain in office.

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 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. 63)

35. COMPLIANCE OF SECRETARIAL STANDARDS:-

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

36. 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.

37. 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 the Audit Committee a reasonable assurance on thereliability of financial reporting and statutory & regulatory complianceseffectiveness and efficiency of your Company's operations and are reviewed periodicallyand revised to keep in tune with the changing business environment.

38. 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:

a) In the preparation of annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) They had in consultation with Statutory Auditors selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and Profit of the Company for the year ended on that date;

c) 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;

d) They have prepared the annual accounts for the financial year ended 31 st March2021on a "going concern" basis;

e) They have laid down internal financial controls which are adequate and operatingeffectively;

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

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 2021 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.

39. 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.

40. 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.

41. 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.

42. 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/-
P. S. Parikh
Place : Mumbai Chairman
Date : 30th June 2021 DIN:00106727

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