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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
OPEN 244.45
PREVIOUS CLOSE 244.45
VOLUME 5
52-Week high 244.45
52-Week low 0.00
P/E 0.09
Mkt Cap.(Rs cr) 31
Buy Price 244.45
Buy Qty 1520.00
Sell Price 0.00
Sell Qty 0.00
OPEN 244.45
CLOSE 244.45
VOLUME 5
52-Week high 244.45
52-Week low 0.00
P/E 0.09
Mkt Cap.(Rs cr) 31
Buy Price 244.45
Buy Qty 1520.00
Sell Price 0.00
Sell Qty 0.00

Winro Commercial (India) Ltd. (WINROCOMMERCIAL) - Director Report

Company director report

The Members

The Directors of the Company are pleased to present their 38th Annual Reporttogether with the annual audited consolidated and standalone financial for the financialyear ended 31st March 2021.

1. FINANCIAL PERFORMANCE:

The summary of the Company's financial performance for the year under review along withprevious year figures are given hereunder:

(Rs. in Lakhs)

Particulars Standalone Consolidated {Consolidation with Associates}
Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
Total Revenue (I) 9223.00 943.04 9223.00 943.04
Total Expenses (II) 465.64 6071.89 465.64 6071.89
Profit before share in profit/(loss) of associates and tax (I-II= III) 8757.35 (5128.85) 8757.35 (5128.85)
Share in profit/(loss) of associates (IV) - - 5451.36 (2426.19)
Profit/ (loss) before tax (III+IV= V) 8757.35 (5128.85) 14208.71 (7555.04)
Less: Tax expenses (VI) 3091.72 (1745.77) 3091.72 (1745.77)
Profit/ (loss) for the year (V-VI= VII) 5665.64 (3383.08) 11117.00 (5809.28)
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII) 36770.37 (14985.47) 17136.04 (6669.08)
Share in profit/(loss) of associates (IX) - - 11136.11 (4553.36)
Other Comprehensive Income before tax (VIII+IX= X) 36770.37 (14985.47) 28272.15 (11222.44)
Less: Tax expenses (XI) 4490.86 (1683.68) 2272.21 (714.99)
Other Comprehensive Income for the year (X-XI= XII) 32279.51 (13301.78) 25999.94 (10507.45)
Total Comprehensive Income (VII+XII= XIII) 37945.15 (16684.86) 37116.94 (16316.73)
Earnings per share
Basic 452.33 (270.10) 887.56 (463.80)
Diluted 452.33 (270.10) 887.56 (463.80)

Note: Figures are represented in Ind-AS and figures for the financial year 2019-2020are restated after giving effect of change in accounting policy for valuation ofinvestment in associates from cost to fair value.

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

• The financial statements have been prepared in accordance with Indian AccountingStandards (Ind AS) notified under section 133 of the Companies Act 2013 ('the Act') readtogether with the Companies (Indian Accounting Standards) Rules 2015 as amended fromtime to time other relevant provisions of the Act on an accrual basis.

• Revenues - Standalone:

The standalone revenue from operations and other income of the Company stood at9223.00 Lakhs for the financial year ended 31st March 2021 as against 943.04Lakhs in the previous financial year. After providing for Depreciation the Company hasincurred a profit before tax of Rs. 8757.35 Lakhs. After making provision for tax for theyear; the profit for the year amounted to Rs. 5665.64 Lakhs.

The Company's other comprehensive income (net of tax) for the financial year ended 31stMarch 2021 was Profit of Rs. 32279.51 Lakhs compared to loss of Rs. 13301.78 Lakhs inprevious year. The company's total comprehensive income for the financial year ended 31stMarch 2021 was profit of Rs. 37945.15 Lakhs as against loss of Rs. 16684.86 lakhs inthe previous financial year.

• Revenues - Consolidated:

The Company has consolidated the financial statement of its associate Companies inaccordance with Ind AS 28 "Accounting for - Investments in Associates and JointVentures" by using "Equity Method" of consolidation.

The consolidated revenue from operations and other income of the Company stood at9223.00 Lakhs for the financial year ended 31st March 2021 as against 943.04Lakhs in the previous financial year. After providing for Depreciation the Company hasincurred a profit before tax of Rs. 8757.35 Lakhs. After making provision for tax for theyear; the profit for the year amounted to Rs. 11117.00Lakhs.

The Company's consolidated other comprehensive income (net of tax) for the financialyear ended 31st March 2021 was profit of Rs. 25999.94 Lakhs compared to lossof Rs. 10507.45 Lakhs in previous year. The company's total comprehensive income for thefinancial year ended 31st March 2021 was profit of Rs. 37116.94Lakhs asagainst loss of Rs. 16316.73 Lakhs in the previous financial year.

The share in profit/(loss) of associates for the financial year ended 31stMarch 2021 was profit of Rs. 5451.36 Lakhs compared to loss of Rs. 2426.19Lakhs in theprevious financial year. The share in other comprehensive income of associates for thefinancial year 2020-2021 was profit of Rs. 11136.11 Lakhs compared to loss of Rs. 4553.36Lakhs in the previous financial year.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31stMarch 2021 with a view to conserve the resources for future.

4. 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.

5. TRANSFER TO RESERVES:

Your Company has transferred a sum of Rs. 133.13 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:

The composition of the Board is in accordance with provisions of Section 149 of theCompanies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with an appropriate combination of Non-executive andIndependent Directors.

The Company has the following 6 (six) directors on its Board three of whom areIndependent Directors.

Name of the Director Date of appointment Date of Resignation Position held
Mr. Hetal Khalpada 12.11.2018 - Chairman Non- Executive Director
Mr. Sandeep Kejariwal 01.10.2020 - Non- Executive Director
Mrs. Vaishali Dhuri 07.08.2014 - Non- Executive Director
Mr. Ketan Desai 13.02.2015 - Independent Director
Mrs. Babita Thakar 29.05.2019 - Independent Director
Mr. Vallabh Prasad Biyani 12.08.2020 - Independent Director

• Women Director

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 two women directors on the Board.

Sr. No. Name of the Director Date of appointment
1 Mrs. Vaishali Dhuri Mrs. Vaishali Dhuri was appointed as an Non-Executive Director w.e.f. 13th September 2014
2 Mrs. Babita Thakar Mrs. Babita Thakar was appointed as an Additional Non-Executive Independent Director w.e.f. 29th May 2019

• Appointment / Resignation of Directors

1. In terms of the provisions of the Companies Act 2013 Mr. Sandeep KejariwalDirector retire by rotation and being eligible offers himself for re-appointment at theensuing Annual General Meeting. A brief profile of Director proposed to be re-appointed isgiven in the notes to the Notice of the ensuing Annual General Meeting.

2. During the year under review the Board on recommendations of Nomination &Remuneration Committee appointed Mr. Vallabh Prasad Biyani (DIN: 00043358) as anAdditional (Non-Executive) Independent Director w.e.f. 12th August 2020 whowas regularized as a Non-Executive Independent Director at the Annual General Meeting ofthe Company held on 16th December 2020.

3. During the year under review the Board of Directors on recommendations ofNomination & Remuneration Committee and on receipt of approval from Reserve Bank ofIndia appointed Mr. Sandeep Kejariwal (DIN: 00053755) as an Additional (Non-Executive)Director w.e.f. 1st October 2020 who was regularized as a Non-ExecutiveDirector at the Annual General Meeting of the Company held on 16th December2020.

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/policies/NQMINATION%20AND%20REMUNERATION%2QPOLICY-WCIL.pdf

• Evaluation of Board its committees & Directors:

Pursuant to the provisions of Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board carried outevaluation of its own as well as performance of that of its committees. The Board alsocarried out performance evaluation of all the Individual Directors. Additionally theNomination and Remuneration committee of the Board also carried out the evaluation of theperformance of the individual directors. The performance evaluation was carried out by theway of obtaining feedback from the directors through a structured questionnaire preparedin 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 31st March 2021.

• Declaration from Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteriaof Independence as specified under section 149(6) of the Companies Act 2013 and thatthey qualify to be the Independent Directors pursuant to Rule 5 of the Companies(Appointment and Qualification of Directors) Rules 2014. Further they have alsoconfirmed that they meet the requirements of Independent directors as mentioned underRegulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.

• Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:

Sr. No. Name Designation
1 Mr. Mithun Soni Chief Executive Officer
2 Mr. Ritesh Zaveri Chief Financial Officer
3 Ms. Urja Karia Company Secretary & Compliance officer

There has been no change in the KMP during the year under review.

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 2021 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 2021 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 2021 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 report.

The requisite certificate from M/s. Nishant Jawasa & Associates CompanySecretaries confirming compliance with the conditions of Corporate Governance asstipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is included as a part of this report.

10. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDIT:

In accordance with Section 139 of Companies Act 2013 Ajay Shobha & Co. CharteredAccountants (FRN: 317031E) were appointed as Statutory Auditors of the Company at the 34thAnnual General meeting to hold office for a period of five years from the conclusion of 34thAnnual General Meeting (AGM) till the conclusion of the 39th AGM. Members maynote that 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.

There are no qualifications reservations or adverse remarks made by M/s Ajay Shobha& Co. Statutory Auditors in their report for the financial year ended 31stMarch 2021. The Auditors Report is enclosed with the financial statements in this AnnualReport.

Pursuant to Regulation 74 of Master Directions by the Reserve Bank of India forSystemically Important Non-Deposit taking Non-Banking Financial Company Directions 2016as amended all NBFCs shall rotate the partner/s of the Chartered

Accountant firm conducting the audit every three years so that same partner shall notconduct audit of the company continuously for more than a period of three years.Considering the same the audit of the Company for the financial year 2020-2021 has beenconducted by Mr. Arun Kumar Singh partner Ajay Shobha & Co Chartered Accountants.

SECRETARIAL AUDIT:

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 2021. The Secretarial AuditReport for the financial year ended 31st March 2021 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.

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.

SECRETARIAL STANDARDS:

The company has complied with the applicable secretarial standards issued by theInstitute of Companies Secretaries of India on meeting of the Board of Directors andGeneral Meeting.

11. INSURANCE:

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. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 the Annual Returnas on 31st March 2021 in Form No. MGT-7 is available on the Company's websiteand can be accessed at the web-link: http://www.winrocommercial.com/corporate/ Form MGT 70/o20for0/o20v.e.0/o2031.03.2021-/o20Winro.pdf

14. NUMBER OF MEETINGS OF THE BOARD ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERALMEETINGS:

During the year Four(4) meetings of the Board of Directors were held. The maximum timegap between any two Meetings was not more than one hundred and twenty days. These Meetingswere well attended.

The 37th Annual General Meeting (AGM) of the Company was held on 16thDecember 2020. However during the year under review no Extraordinary General Meeting(EGM) was held.

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.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A] Conservation of Energy and Technology Absorption:

a. The step taken or impacts on conversation of energy - The operation of your Companyare not energy intensive. However adequate measures have been initiated for conservationof energy.

b. The steps taken by the Company for utilizing alternative sources of energy - thoughthe operations of the Company are not energy intensive the Company shall explorealternative sources of energy as and when necessity arises.

c. The capital investment on energy conservation equipments - NIL

B] Foreign Exchange Earnings & Outgo:

PARTICULARS 2020-2021 2019-2020
Foreign Exchange Earning NIL NIL
Foreign Exchange Outgo NIL NIL

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

16. 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.

17. VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and hasestablished a vigil mechanism for its Directors Employees and Stakeholders associatedwith the Company to report their genuine concerns. The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescribed thereunder and the Listing Regulations isimplemented through the Whistle Blower Policy to provide for adequate safeguards againstvictimisation of persons who use such mechanism and make provision for direct access tothe Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company the Employees Directorscustomers dealers vendors suppliers or any Stakeholders associated with the Companyare free to report illegal or unethical behaviour actual or suspected fraud or violationof the Company's Codes of Conduct or Corporate Governance Policies or any improperactivity to the Ethics Helpline Provider or the Chairperson of the Audit Committee of theCompany or the Code of Conduct Committee.

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 - http://www.winrocommercial.com/policies/Policy%20-%20Whistle%20blower%20&%20Vigil%20Mechanism.pdf.

18. 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 -http://www.winrocommercial.com/policies/Policy%20Qn%20Prevention%20of%20Sexual%20Harass-ment.pdf.

The provisions and guidelines of the Internal Complaints committee are not applicableto the Company. However during the financial year 2020-21 the Company has not receivedany complaints on sexual harassment and no complaints remain pending as of 31stMarch 2021.

19. 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('Act') and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Mrs. Babita Thakar Mr. Ketan Desai and Mr. Vallabh Prasad Biyani havegiven a written declaration to the Company confirming that they meet the criteria ofIndependence as mentioned under Section 149(6) of the Companies Act 2013 and SEBIRegulations and the same have been considered and taken on record by the Board.

Further there has been no change in the circumstances which may affect their status asindependent director during the year.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave confirmed that they have registered themselves with the databank maintained by theIndian Institute of Corporate Affairs Manesar ('IICA'). The Independent Directors arealso required to undertake online proficiency self-assessment test conducted by the IICAwithin a period of 2 (two) years from the date of inclusion of their names in the databank unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement toundertake the online proficiency self-assessment test conducted by IICA.

20. 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 -http://www.winrocommercial.com/policies/final%20Details of Familiarisation ProgrammeWinro%2025.12.2020.pdf.

21. 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 -http://www.winrocommercial.com/policies/NOMINATION%20AND%20REMUNERATION%20POLICY-WCIL.pdf.

22. 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.

23. DISCLOSURES:

• 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. The details regardingmaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large are disclosed in Form AOC-2(Annexure-2) which forms a part of this Annual report.

The Board has formulated Policy on Related Party Transactions pursuant to theapplicable provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the same is displayed on the Company'swebsite at -http://www.winrocommercial.com/policies/Winro.pdf.

Further the details on the transactions with related parties are provided in theaccompanying financial statements.

• 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. TheCertificate forms a part of this Annual Report.

• 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.

24. 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.asp). 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:

Sr. No. Name of the policy Web link
1 Document Retention and Archival Policy http://www.winrocommercial.com/policies/Policv%20-%20 Document%20Retention%20and%20Archival%20Policv.pdf
2 Policy for determination of Materiality http://www.winrocommercial.com/policies/Policv%20-%20 Materialitv.pdf
3 CSR policy http://www. winrocommercial.com/policies/CSR%20Policv- Winro%202021.pdf.
4 Policy on prevention of sexual harassment http://www. winrocommercial.com/policies/Policv%20On%20
Prevention%20of%20Sexual%20Harassment.pdf
5 Whistle Blower/ Vigil Mechanism Policy http://www.winrocommercial.com/policies/Policv%20-%20
Whistle%20blower%20&%20Viail%20Mechanism.pdf
Policy on Materiality of Related Party 6 Transactions http://www.winrocommercial.com/policies/Winro.pdf
7 Nomination & Remuneration Policy http://www. winrocommercial.com/policies/NOMINATION%20
AND%20REMUNERATION%20POLICY-WCIL.pdf
8 Board Evaluation Policy http://www.winrocommercial.com/policies/Policv%20-%20
Board%20Evaluation.pdf
9 Board Diversity http://www.winrocommercial.com/policies/Policv%20-%20
Diversitv%20of%20the%20Board.pdf
10 Succession Policy http://www.winrocommercial.com/policies/Policv%20-%20
Succession%20Policv.pdf
11 Familiarization of Independent Directors http://www. winrocommercial.com/policies/final%20Details of
Familiarisation Proaramme Winro%2025.12.2020.pdf
12 Code of Conduct for Prevention of Insider Trading http://www.winrocommercial.com/policies/Winro%20-%20
Insider%20Tradina%20Code%20-%2004.04.2019.pdf

25. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) committee is established by the Board inaccordance with section 135 of the Companies Act 2013.

In compliance with the amendments made by the MCA vide notification dated 22.01.2021pertaining to provisions of section 135 of the Companies Act 2013 and in the existingrules vide Companies (Corporate Social Responsibility Policy) Amendment Rules 2021 theCSR policy has been reviewed and amended by the CSR committee and the Board of theCompany.

The policy is displayed on the website of the Company at -http://www.winrocommercial.com/policies/CSR%20Policy-Win- ro%202021.pdf

26. 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 andBoard as a whole and also the evaluation process for the same. The performances of themembers of the Board the Board level Committees and the Board as a whole were evaluatedat the meeting of the Independent Directors held on 31st March 2021. The Boardof Directors expressed their satisfaction with the evaluation process.

27. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate Internal Financial Controls with reference tofinancial statements. During the year no material or serious observations have beenhighlighted for inefficiency or inadequacy of such controls.

Report of the Statutory Auditors on the Internal Financial Controls with reference tothe financial statements as required under clause (i) of Sub-section 3 of Section 143 ofthe Companies Act2013 ("the Act") forms part of this Annual Report asAnnexure-A to the Auditors Report.

28. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

No Companies have become or ceased to be Company's subsidiary.

• Associates:

The following Companies are the associates

Sr. No. Name of the associate % of holding
1 Four Dimensions Securities (India) Limited 39.52
2 Singularity Holdings Limited 40.47
3 Better Time Realtors Private Limited 48.54
4 Arkaya Commercial Private Limited 20.82

Financial Highlights of Associates:

(Rs. in Lakhs - Except EPS)

Particulars Better Time Realtors Private Limited Arkaya Commercial Private Limited Singularity Holdings Limited Four Dimensions Securities (India) Limited
Year ended 31.03.2021 {Standalone figures}
Total Revenue (I) - - 12098.91 3179.60
Total Expenses (II) 3.24 0.71 1877.47 1337.01
Profit before share in profit/(loss) before tax (I-II= III) (3.24) (0.71) 10221.44 1842.59
Less: Tax expenses (IV) - - 2624.66 790.90
Profit/ (loss) for the year (III-IV= V) (3.24) (0.71) 7596.78 1051.69
Other Comprehensive Income before tax (VI) - 130.24 10582.86 14944.15
Less: Tax expenses (VII) - 13.54 1258.39 1815.86
Other Comprehensive Income (VI-VII= VIII) (Net of Tax) - 116.70 9324.47 13128.29
Total Comprehensive Income (V+VIII= IX) (3.24) 115.99 16921.25 14179.98
Earnings per Share
Basic (1.35) (2.47) 89.44 8.90
Diluted (1.35) (2.47) 17.85 8.90

• Joint Ventures:

The Company has no Joint ventures.

• Salient Features of Subsidiaries and Associates:

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.

29. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial positionalof the Company between the end of the financial year and date of this Report. There hasbeen no change in the nature of the business of the Company.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2020-2021 there were no significant and material orderspassed by any Regulator/ Court that would impact the 'going concern' status of the Companyand its future operations.

31. 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-7 which is available on the Company'swebsite.

b) The percentage of increase/ (decrease) in remuneration of each Director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year-

No remuneration is been paid to the Directors of the company.

Name of the Person % of increase/(decrease)
Mithun Soni (CEO) 74.57%
Ritesh Zaveri (CFO) 11.85%
Urja Karia (CS) 26.54%

c) The percentage increase/ (decrease) in the median remuneration of employees in thefinancial year : 22.11%

d) The number of permanent employees on the rolls of company as on 31stMarch 2021 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 in2020-21 was 22.74%. Percentage increase in the managerial remuneration for the year was37.65%

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 2021.

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:

Name and Age of the employee and % of equity shares held Designation of employee Qualifications & Experience Date of Commencement of Employment Gross Remuneration received (Per annum) (Rs. in Lakhs) Other Terms & Conditions Nature of employment whether contractual or otherwise Nature of duties of the employees The last employment held by such employee before joining the company Relationship with other Directors of the Company
Mithun Soni Age: 40 Years % of shares held: NIL CEO Qualification: MBA Experience: 17 Years 28.05.2014 81.70 As per Appointment letter Non contractual Investment Head Americorp Capital Pvt. Ltd. There is no relationship with any Directors
Nirav Shah Age: 38 Years % of shares held: NIL Assistant Fund Manager Qualification: B.com CFA Experience: 12 Years 01.12.2018 39.47 As per Appointment letter Non contractual Equity Research Saraswati Commercial (India) Limited There is no relationship with any Directors
Ritesh Zaveri Age: 47 Years % of shares held: NIL CFO Qualification: B.com Experience: 22 Years 13.02.2015 9.33 As per Appointment letter Non contractual Accounts & Taxation Head There is no relationship with any Directors
Urja Karia Age: 27 Years % of shares held: NIL Company Secretary & Compliance officer Qualification: CS B.com Experience: 7 Years 30.06.2017 9.17 As per Appointment letter Non contractual Secretarial Compliances There is no relationship with any Directors
Kapil Bhagwat Age: 35 Years % of shares held: NIL Research Analyst Qualification: MBA Experience: 5 Years 20.06.2017 7.87 As per Appointment letter Non contractual Equity Research BNP Chartered Accountants There is no relationship with any Directors
Vishwas Sawant Age: 34 Years % of shares held: NIL Back Office Assistant Qualification: Undergraduate Experience: 13 Years 11.01.2008 4.76 Non contractual Jr. Analyst There is no relationship with any Directors
Tushar Desai Age:31 Years % of shares held: NIL Accounts Executive Qualification: B.com Experience: 3 Year 01.11.2018 5.66 As per Appointment letter Non contractual Accounts and Taxation Four Dimensions Securities (India) Limited There is no relationship with any Directors
Sandeep More Age: 37 Years % of shares held: NIL Back Office Assistant Qualification: Undergraduate Experience: 15 Years 01.04.2006 4.43 Non contractual Back office work There is no relationship with any Directors
Madhukar Waghe Age: 49 Years % of shares held: NIL Back Office Assistant Qualification: Undergraduate Experience: 27 Years 01.04.2017 5.45 Non contractual Back office work There is no relationship with any Directors

32. GENERAL:

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. Changes in Share Capital.

3. Issue of equity shares with differential rights as to dividend voting or otherwise.

4. Issue of share (including sweat equity shares) to employees of the Company under anyscheme.

5. Company does not have any subsidiary and hence none of the Directors of the companyreceives any remuneration or commission from any of its subsidiaries.

6. There was no application made or proceeding pending against the Company under theInsolvency and Bankruptcy Code 2016. There was no instance of onetime settlement with anyBank/Financial Institution in respect of loan taken by the Company.

7. No fraud has been reported by the Auditors to the Audit Committee and the Board.

33. ACKNOWLEDGEMENTS:

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.

By order of the Board of Directors For Winro Commercial (India) Limited

Place: Mumbai Hetal Khalpada
Dated: 12th August 2021 Chairman
Registered Office: 209-210 Arcadia Building 195 Nariman Point Mumbai - 400 021. DIN:00055823

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