Winro Commercial (India) Ltd.
|BSE: 512022||Sector: Financials|
|NSE: N.A.||ISIN Code: INE837E01019|
|BSE 00:00 | 08 Mar||Winro Commercial (India) Ltd|
|NSE 05:30 | 01 Jan||Winro Commercial (India) Ltd|
|BSE: 512022||Sector: Financials|
|NSE: N.A.||ISIN Code: INE837E01019|
|BSE 00:00 | 08 Mar||Winro Commercial (India) Ltd|
|NSE 05:30 | 01 Jan||Winro Commercial (India) Ltd|
The Directors of the Company are pleased to present their 36th Annual Reporttogether with the annual audited consolidated and standalone financial for the financialyear ended 31st March 2019.
1. FINANCIAL RESULTS:
The summary of the Company's financial performance for the year under review along withprevious year figures are given hereunder:
(Rs. in Lacs)
Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.
Your Directors do not recommend any dividend for the year ended on 31stMarch 2019 with a view to conserve the resources for future.
3. transfer of unclaimed dividend to investor education and protection fund:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
4. OPERATIONS PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
Revenues - Standalone:
During the year ended 31st March 2019 your Company achieved total revenueaggregating to Rs. 4777.36 Lacs. Company has registered Net Profir after tax of Rs.4188.50 Lacs.
Revenues - Consolidated:
The Company has consolidated the financial statement of its associate companies inaccordance with Accounting Standard 23 "Accounting for Investments in Associates inConsolidated Financial Statements" by using "Equity Method."
During the year ended 31st March 2019 Company's share in Profit/(Loss) ofits Associates is Rs. 967.21 Lacs resulting in consolidated Profit for the yearattributable to shareholders of the Company is Rs. 5155.72 Lacs.
5. TRANSFER TO RESERVE:
Your Company has transferred a sum of Rs. 837.70 Lacs to Reserves u/s. 45 IC of ReserveBank of India Act.
6. CHANGE iN THE NATuRE OF BuSINESS iF Any:
There were no changes in nature of the business of the Company done during the year.
7. Board OF Directors And KEY Managerial pERSONNEL:
Pursuant to the provisions of the Section 149 of the Companies Act 2013 the followingNon-Executive Directors are Independent Directors:-
* Mr. Hatim Harianawala resigned from the directorship of the Company w.e.f. 13thAugust 2019
**Mrs. Babita Thakar was appointed as an Additional Non-Executive Independent Directorw.e.f. 29th May
Declaration from independent Directors:
All the Independent Directors have confirmed to the Board they meet the criteria ofIndependence as specified under Section 149(6) of the Companies Act 2013 and that theyqualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointmentand Qualification of Directors) Rules 2014. Further they have also confirmed that theymeet the requirements of Independent Directors as mentioned under Regulation 16(1)(b)ofthe SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
In terms of the provision of Section 149 of the Companies Act 2013 and Regulation 17(1) of SEBI (LODR) Regulation 2015 a Company shall have at least one woman director onthe board of the company. Your Company has appointed the following Women directors on theBoard.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:
There has been no change in the KMP during the year under review.
Appointment / Resignation of Directors
1. In terms of the provisions of the Companies Act 2013 Mrs. Vaishali Dhuri Directorretire by rotation and being eligible offers herself for re-appointment at the ensuingAnnual General Meeting. A brief profile of Director proposed to be re-appointed is givenin the notes to the Notice of the ensuing Annual General Meeting.
2. Mr. V V Sureshkumar Non- Executive Director resigned from the directorship of theCompany w.e.f. 15th November 2018.
3. The Board of Directors on recommendations of Nomination & Remuneration Committeeappointed Mr. Hetal Khalpada (DIN: 00055823) as an Additional (Non-Executive) Directorw.e.f. 12th November 2018 who was regularized as a Non-Executive Director atthe Extra Ordinary General Meeting of the Company held on 11th December 2018.
4. The Board of Directors on recommendations of Nomination & Remuneration Committeeappointed Mrs. Babita Thakar (DIN: 06934171) as an Additional (Non-Executive) IndependentDirector w.e.f. 29th May 2019.
5. Mr. Hatim Harianawala Director of the Company tendered his resignation w.e.f. 13thAugust 2019.
The Company has devised a policy on directors' appointment and remuneration includingcriteria for deeming qualifications independence of director and other matter providedunder sub-section (3) of Section 178. Such Nomination & Remuneration policy devised bythe Company can be accessed on the website of the company- www.winrocommercial.com orthrough the following link http://www.winrocommercial.com/Dolicies/NOMINATION%20AND%20REMUNERATION%20POLICY-WCIL.Ddf
Evaluation of Board of Directors:
The Board carried out evaluation of its own as well as performance of that of itscommittees. The Board also carried out performance evaluation of all the IndividualDirectors. Additionally the Nomination and Remuneration committee of the Board alsocarried out the evaluation of the performance of the individual directors. The performanceevaluation was carried out by the way of obtaining feedback from the directors through astructured questionnaire prepared in accordance with the Board Evaluation Policy.
The structured questionnaire prepared to evaluate the performance of IndividualDirectors the Board and committees contained various different parameters.
The performance evaluation of the non-independent directors was carried out by theIndependent Directors at their separate meeting held on 10th December 2018.
8. directors' responsibility statement:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors confirm the following that:
a) in the preparation of the annual accounts for the year ended on 31stMarch 2019 the applicable accounting standards have been followed;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit of the Company as on that date;
c) the Directors 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) the Directors have prepared the annual accounts for the year ended 31stMarch 2019 on a going concern basis.
e) the Directors have laid down Internal Financial Controls to be followed by thecompany and that such Internal Financial Controls are adequate and are operatingeffectively.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
9. CORPORATE GOVERNANCE:
The Company is committed to adhere to the Corporate Governance Requirements set out bythe Securities and Exchange Board of India (SEBI).
The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Annual Report.
The requisite certificate from the M/s. Nishant Jawasa & Associates CompanySecretaries confirming compliance with the conditions of Corporate Governance asstipulated under Regulation 27 of SEBI (Listing Obligations and Disclouser Requirements)Regulations 2015 is inclided as a part of this report.
10. AUDITOR AND AUDITORS REPORT:
In accordance with Section 139 of Companies Act 2013 Ajay Shobha & Co. CharteredAccountants (FRN: 317031E) were appointed as Statutory Auditors of the Company to holdoffice for a period of five years from the conclusion of 34th Annual GeneralMeeting (AGM) till the conclusion of the 39th AGM subject to ratification oftheir appointment by Members at every AGM if so required under the Act. Members may notethat the first provision to Section 139 of the Companies Act 2013 which requiresratification of the appointment of Statutory Auditors by the Members at every AGM has beenomitted by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordinglymatter for ratification of appointment of statutory auditors at the ensuing AGM has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.
The Notes on the financial statement referred to in the Auditors Report areself-explanatory and does not call for any further comments. The Auditors' Report for thefinancial year 2018-2019 does not contain any qualification reservation or adverseremark. The Auditors Report is enclosed with the Financial Statements in this AnnualReport.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 and Regulation 24Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof Directors of the Company had appointed M/s Nishant Jawasa & Associates a firm ofthe Company Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of theCompany for the financial year ended 31st March 2019. The Secretarial AuditReport for the financial year ended 31st March 2019 is appended to this Reportin Form MR-3.
The Secretarial Audit Report does not contain any qualifications reservations oradverse remark. The Secretarial Audit Report (MR-3) forms part of this Annual Report as"(Annexure-1)" to the Directors Report.
The company has complied with the applicable secretarial standards issued by theInstitute of Companies Secretaries of India.
COST AUDIT AND MAINTANANCE OF COST RECORDS:
The Cost Audit as specified by the Central Government under sub-section (1) of Section148 of the Companies Act 2013 is not required and accordingly no such cost accounts andrecords are made and maintained by the Company.
The company has adequately insured all its assets and properties.
12. PUBLIC DEPOSITS:
The Company has not accepted any deposit from the public under Chapter V of theCompanies Act 2013 or under the corresponding provisions of Section 58A of the CompaniesAct 1956 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of balance sheet.
13. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) is presented in theseparate Section forming the part of Annual Report.
14. EXTRACT OF ANNUAL RETURN:
The details forming part of extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as"(Annexure-2)" and forms an integral part of this Report.
15. Number OF Meetings OF THE BOARD Annual General Meeting AND EXTRA Ordinary GeneralMEETINGS:
During the year Five (5) meetings of the Board of Directors were held. The maximumtime gap between any two Meetings was not more than one hundred and twenty days. TheseMeetings were well attended.
The 35th Annual General Meeting (AGM) of the Company was held on 27thSeptember 2018. Also during the year under review one Extraordinary General Meeting(EGM) was held on 11th December 2018.
Detailed information on the Meetings of the Board its Committees the AGM and EGM isincluded in the Report on Corporate Governance which forms part of this Annual Report.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
A] Conservation of Energy and Technology Absorption:
The Company has not engaged in any manufacturing activity and had no foreigncollaboration and also has not imported or exported any goods and services.
B] Foreign Exchange Earnings & Outgo:
(Rs. In Lacs)
C] Technology Absorption:
a. The efforts made towards Technology Absorption: None
b. The benefits derived like product improvement cost reduction product development:Not Applicable
c. The Expenditure incurred in Research & Development: Nil
17. COMMITTEES OF THE BOARD:
The Company has various Committees which have been constituted as a part of goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes.
Details of the following committees constituted by the Board along with theircomposition terms of reference and meetings held during the year are provided in theReport on Corporate Governance which forms a part of this Directors Report:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
iv) Corporate Social Responsibility Committee
v) Risk Management Committee
vi) Asset Liability Management Committee
vii) IT Strategy Committee
The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Annual Report.
18. VIGIL MECHANISM:
The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns orgrievances pursuant to Section 177 of Companies Act 2013 and Regulation 22 of the ListingRegulations 2015. The Vigil Mechanism/ Whistle Blower policy has been displayed on thewebsite of the Company - www.winrocommercial.com .
19. disclosure as per sexual harassment of women at workplace (prevention prohibitionand
REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The policy is displayed on thewebsite of the company at - www.winrocommercial.com
The provisions and guidelines of the Internal Complaints committee are not applicableto the Company. However during the financial year 2018-19 the Company has not receivedany complaints on sexual harassment and no complaints remain pending as of 31stMarch 2019.
20. independent directors' declaration:
The Independent Directors hold office for a fixed term of five years and are not liableto retire by Rotation. In accordance with Section 149(7) of the Companies Act 2013 Mr.Hatim Harianwala and Mr. Ketan Desai have given a written declaration to the Companyconfirming that they meet the criteria of Independence as mentioned under Section 149(6)of the Companies Act 2013 and SEBI Regulations and the same have been considered andtaken on record by the Board.
Also Mrs. Babita Thakar who was appointed as an Additional (Non-Executive) IndependentDirector w.e.f. 29th May 2019 has given a written declaration to the Companyconfirming that she meets the criteria of Independence as mentioned under Section 149(6)of the Companies Act 2013 and SEBI Regulations.
Further there has been no change in the circumstances which may affect their status asindependent director during the year.
21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
As provided in Sub-Section (6) of Section 149 of the Companies Act 2013 the Companyshall familiarize the Independent Directors with the company their roles rightsresponsibilities in the company nature of the industry in which the company operatesbusiness model of the company etc. through various programmes.
On their appointment the Independent Directors were familiarized about the Company'soperations and businesses. Interaction with the key executives of the Company is alsofacilitated.
The said program was conducted for the familiarization of Independent directors. Thedetails of the same can found on the website of the company - www.winrocommercial.com .
22. NOMINATION AND REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
The policy is displayed on the website of the Company at www.winrocommercial.com .
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
The provisions of Section 186 of Companies Act 2013 except Sub section (1) is notapplicable to the company. However the details of Loans Guarantees and Investments madeare given in the Notes to the Financial Statements.
RELATED Party TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.
The Board has formulated Policy on Related Party Transactions pursuant to theapplicable provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirmeents) Regulations 2015 and the same is displayed on the Company'swebsite at www.winrocommercial.com
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and the Chief Financial Officer of the Company have given aCertificate to the Board as contemplated in Regulation 17 of the Listing Regulations.
CODE OF CONDuCT:
The Board of Directors have laid-down a "Code of Conduct" (Code) for all theBoard Members and the senior management personnel of the Company and the same Code isdisplayed on the Website of the Company - www.winrocommercial.com
Annual declaration is obtained from every person covered by the Code.
management discussion AND ANALYSIS REPORT:
Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate Section forming part of this Annual Report.
25. POLICIES & PROGRAMMES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All such policies which areapplicable to the company are available on our website(http://www.winrocommercial.com/policies-and-code.asD ). The policies are reviewed by theBoard and updated based on need and new compliance requirements.
The policies and programmes adopted by the company along with their web links are asfollows:
26. CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors constituted a Corporate Social Responsibility (CSR) Committeeconsisting of three Directors out of which one is Independent Director.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "(Annexure-3)" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
The policy is displayed on the website of the Company at www.winrocommercial.com Duringthe year the Company spent Rs. 4 lakhs towards the Corporate Social Responsibility as perthe Prescribed CSR Expenditure (2% of its average net profit for the immediately precedingthree financial years).
27. BOARD EVALUATION:
The Board evaluated the effectiveness of its functioning and that of the Committees andof Individual Directors by seeking their inputs on various aspects of Board/Committee. Theaspects covered in the evaluation included the contribution to and monitoring of corporategovernance practices participation in the long-term strategic planning and thefulfillment of Directors' obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Non- Independent Director was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.
The Nomination and Remuneration Committee and the Board of Directors have laid downcriteria for performance evaluation of Directors Chairperson Board level Committees anda Board as a whole & also the evaluation process for the same. The performance of themembers of the Board the Board Level Committees & the Board as a whole were evaluatedat the meeting of the Independent Directors held on 10th December 2018. TheBoard of Directors expressed their satisfaction with the evaluation process.
28. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate Internal Financial Controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation were observed.
Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section143 of the Companies Act2013 ("the Act") forms part of this Annual Report asAnnexure-B to the Auditors Report.
29. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:
No Companies have become or ceased to be Company's subsidiary.
The following Companies are the Associates
Financial Highlights of Associates:
Amt: in Lakhs (except for EPS)
The Company has no Joint ventures.
Pursuant to Section 129 (3) of the Companies Act 2013 read with the Rules (5) of theCompanies (Accounts) Rules 2014 the salient feature of Financial Statement of Associatesin Form AOC 1 which forms part of this report.
30. material CHANGES and commitments: increase in authorised share capital:
The Authorised Equity Share Capital of the Company was Rs.15000000/- divided into1500000 Equity Shares of Rs. 10/-. After considering the requirement of future businessexpansion of the Company the Board of Directors of the Company increased the AuthorisedShare Capital of the Company to Rs. 50000000 divided into 5000000 Equity Shares ofRs. 10/-.
As per Sections 13 and 61 of the Companies Act 2013 any increase in the AuthorisedShare Capital and consequent amendment to the Memorandum of Association of the Companyrequires consent and approval of the Members of the Company by the way of an Ordinaryresolution.
Accordingly the members of the Company approved in the Extra Ordinary Meeting was heldon 11th December 2018 for increasing the Authorised Share Capital of theCompany and for carrying out consequential amendment to the Memorandum of Association ofthe Company which will enable the Company to issue further Equity Shares from time totime.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:
During the financial year 2018-2019 there were no significant and material orderspassed by any Regulator/ Court that would impact the 'going concern' status of the Companyand its future operations.
32. PARTICULARS OF REMUNERATION:
The information required under Section 197 of the Act and the Rules made thereunder inrespect of the employees of the company
a) The ratio of the remuneration of each director to the median remuneration of theemployee of the company for the financial year:
No remuneration is been paid to the Directors of the company. However the IndependentDirectors are paid sitting fees for attending the meetings of the Board and committees;and details of the same are furnished in Form MGT-9.
b) The percentage of increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:
No remuneration is been paid to the Directors of the company.
c) The percentage increase in the median remuneration of employees in the financialyear : 24.31%
d) The number of permanent employees on the rolls of company as on 31stMarch 2019 are 9 (Nine).
e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
The average increase in salaries of employees other than managerial personnel in2018-19 was 11.85%. Percentage decrease in the managerial remuneration for the year was(5.05%).
f) The key parameters for any variable component of remuneration availed by thedirectors:
No variable component of remuneration has been availed by the directors.
g) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through the compensation package the Companyendeavor to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process The Company affirmsremuneration is as per the remuneration policy of the company.
h) Details Pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 and forming part of the directors reportfor the year ended 31st March 2019.
As required under Rule 5 (2) the Company does not have any employees who:
(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than 1 Crore and 2 Lakh rupees;
(ii) if employed for a part of the financial year were in receipt of remuneration ofnot less than 8 Lakh and Fifty Thousand per month;
(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
Details of top ten employees in terms of remuneration drawn as per Rule 5 (2) are asfollows:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under thereview:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of share (including sweat equity shares) to employees of the Company under anyscheme.
4. Company does not have any subsidiary and hence none of the Directors of the companyreceives any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors take this opportunity to express their gratitude for the support andco-operation from the investors Financial Institutions Banks and Statutory AuthoritiesCustomers. Your Directors express their deep appreciation to the Company's employees atall levels for their unstinted efforts and valuable contributions during the year.