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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
52-Week high 244.45
52-Week low 244.45
P/E 0.60
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
52-Week high 244.45
52-Week low 244.45
P/E 0.60
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

Your Directors have pleasure in presenting the 35th Annual Report on theoperations of the Company together with the Audited Accounts for the year ended 31stMarch2018.

1. Financial results:

The Company's financial performance for the year under review along with previous yearfigures are given hereunder:

(Rs. In lacs)




{Consolidation withassociates}
year ended year ended year ended year ended
31.03.2018 31.03.2017 31.03.2018 31.03.2017
Revenue from operations & other Income 3484.61 1585.22 - -
Profit before Interest Depreciation and Tax 3146.51 1304.07 - -
Less: Finance cost 0.00 0.00 - -
Less: Depreciation 11.68 16.72 - -
Profit before Tax 3134.83 1287.35 - -
Add/(Less): Provision for Taxation
a) Current - 102.00 - -
b)Current tax expenses relating to the prior years (50.23) 0.00 - -
c)MAT Credit Entitlement (481.10) - - -
d)Deferred tax Income/ (Expense) for the year (99.69) 129.27 - -
Net Profit after Taxation 3765.86 1056.08 - -
Add: Balance brought forward from Previous Year 18301.38 17456.52 - -
Less: Transferred to Reserved u/s 45 IC of RBI Act. 753.17 211.21 - -
Balance carried to Balance Sheet 21314.07 18301.38 - -
Profit after tax (Standalone) - - 3765.86 1056.08
Share of Profit/ loss of associate for the year - - 2949.49 837.41
Consolidated Profit for the year attributable to - - 6715.35 1893.49
shareholders of the Company

Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.

2. Dividend:

Your Directors do not recommend any dividend for the year ended on 31stMarch 2018 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 2018 your Company achieved total revenueaggregating to Rs. 3484.61 Lacs. After providing for Depreciation the Company hasregistered a profit before tax of Rs. 3134.83 Lacs. After making provision for tax for theyear; an amount of Rs. 3765.86 Lacs as net profit after tax has been carried to theBalance sheet.

Revenues Consolidated:

The Company has consolidated the financial statement of its associate company's inaccordance with Accounting Standard 23 "Accounting for Investments in Associates inConsolidated Financial Statements" by using "Equity Method."

During the year ended 31st March 2018 company's share in Profit/(Loss) of itsassociates is Rs. 2949.49 Lacs resulting in consolidated Profit for the year attributableto shareholders of the Company is Rs. 6715.35 Lacs.

5. Transfer to reserve:

Your Company has transferred a sum of Rs. 753.17 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. Directors and Key managerial personnel: ndependent director i

Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are Independent Directors:- name of the director date of appointment
1 Mr. Hatim Harianawala Appointed as Director w.e.f. 14.01.2010 and appointed as
Independent Director w.e.f. 13.09.2014
2 Mr. Ketan Desai 13.02.2015

The above Independent Directors of the Company have submitted a declaration that theymeet the criteria of Independence as provided in section 149(6) of the Companies Act2013 and the same have been considered and taken on record by the Board.

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 appointed Mrs. Vaishali Dhuri on 13thSeptember 2014.

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 CEO
2 Mr. Ritesh Zaveri CFO
3 Ms. Urja Karia Company Secretary & Compliance officer

There has been no change in the KMP during the year under review. appointment /resignation ofdirectors

In terms of the provisions of the Companies Act 2013 Mr. V. V. Sureshkumar Directorretire by rotation and being eligible offers himself 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.

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- orthrough the following link

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 theyear ended on 31st March 2018 the applicable accounting standards have beenfollowed; b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2018 and of the profit of the Company as on that date; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities. d) theDirectors have prepared the annual accounts for the year ended March 31 2018 on a goingconcern basis. e) the Directors have laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and are operatingeffectively. f) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

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 the M/s. Nishant Jawasa & Associates PracticingCompany Secretary confirming compliance with the conditions of Corporate Governance isattached to the Report on Corporate Governance.

10. Auditor and auditors report: Statutory auditors:

Under section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum time permittedunder the said section. In line with the requirements of the same the company hadappointed M/s Ajay Shobha & Co. (FRN: 317031E); Chartered Accountants as theStatutory Auditors of the Company for a period of 5 years from the conclusion of the 34thAnnual General Meeting held on September 28 2017.

MCA vide its notification dated 7th May 2018 has dispensed with therequirement of annual ratification of Auditors by the members of the company once theauditors have been appointed for a period of five years. Hence the Notice of the AnnualGeneral Meeting does not contain the resolution for ratification of Auditors.

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 does notcontain any qualification reservation or adverse remark. The Auditors Report is enclosedwith the financial statements in this Annual Report.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed M/s Nishant Jawasa & Associates a firm of theCompany Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of the Companyfor the financial year ended 31st March 2018. The Secretarial Audit Report issued by M/sNishant Jawasa & Associates. Company Secretaries in Form MR-3 is annexed herewith.

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 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

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. 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 Eight (8) 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 34th Annual General Meeting (AGM) of the Company was heldon 28th September 2017.However During the year under review no Extraordinary GeneralMeeting (EGM) were 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.

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] ForeignExchange Earnings & Outgo: (Rs. In Lacs)

PARTICULARS 2017-2018 2016-2017
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo 3.61 Nil

C] Technology Absorption: a. The efforts made towards Technology Absorption: None b.The benefits derived like product improvement cost reduction product development: NotApplicable 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.

Your Company has an adequately qualified Audit Committee. The details of the same areas follows:

audit Committee:

The Audit Committee comprises of Mr. Hatim Harianawala - Independent Director Mr.Ketan Desai - Independent Director and Mrs. Vaishali Dhuri Non Executive Director.

The recommendations of the Audit Committee were duly approved and accepted by the Boardduring the year under review.

The other Committees of the Board are: Nomination i) and Remuneration Committee ii)Stakeholders Relationship Committee iii) Corporate Social Responsibility Committee iv)Risk Management Committee v) Asset Liability Committee vi) 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 posted on thewebsite of the Company or can be accessed through the followinglink- ( )

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 can be viewed on thewebsite of the company at or can be accessed through the followinglink - (Harassment.pdf).

The provisions and guidelines of the Internal Complaints committee are not applicableto the company. However during the financial year 2017-18 the Company has not receivedany complaints on sexual harassment and no complaints remain pending as of 31st March2018.

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 declaration written to the Companyconfirming that he/she meets the criteria of Independence as mentioned under Section149(6) of the Companies Act 2013 and SEBI Regulations. and the same have been consideredand 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.

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

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 uploaded on the Company's website at OR can beaccessed through the following link:(

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.

24. 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. 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 and the same is uploadedon the Company's website at OR can be accessed through thefollowing link: (http://www.winrocommercial. com/policies/RPT%20Policy.pdf)


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.


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 isposted on the Website of the Company www. or through the followinglink -

Annual declaration is obtained from every person covered by the Code.

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

( ). The policies are reviewed bythe Board 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 Archival_Policy_Winro.pdf
2 policy for determination of materiality Materiality_Winro.pdf
3 CSr policy 4 policy on prevention of sexual harassment Prevention%20of%20Sexual%20Harassment.pdf
5 whistle Blower/ Vigil mechanism policy policy.pdf
6 policy on materiality of related party transactions
7 nomination &remuneration policy REMUNERATION%20POLICY-WCIL.pdf
8 Familiarization of i ndependent directors Programme_15.12.2017.pdf

27. 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 available on the website of the Company at ( orcan be accessed through the following link( )

During the year the Company spent Rs. 40 lakhs towards the Corporate SocialResponsibility as per the Prescribed profit CSR Expenditure (2% its average net forthe immediately preceding three financial years)

28. 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 the fulfilmentof Directors' obligations and fiduciary responsibilities including but not limited toactive 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.

29. Internal financial controls:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial 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-A to the Auditors Report.

30. Subsidiaries Joint ventures and associates: Subsidiaries:

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

The following companies are the associates name of the associate % of holding
1 Four Dimensions Securities (India) Limited 39.52
2 GeeCee Investments Limited 28.76
3 Better Time Realtors Private Limited 48.54

Financial Highlights of associates:

Amt: in Lakhs (except for EPS)

Particulars Four dimensions Securities (india) limited Geecee investments limited Bettertime realtors private limited
year ended 31.03.2018 {Standalone figures}
Revenue from operations & other Income 7214.19 4366.74 00.00
Profit before Tax 6513.48 639.43 (2.10)
Net Profit after Taxation 6089.14 742.17 (2.10)
EPS - Basic 51.55 13.11 (0.88)
-Diluted 51.55 9.31 (0.88)

Joint Ventures:

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 Financial Statements.

31. 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.

32. Significant and material orders passed By regulators or courts:

There are no significant and material orders passed by any Regulator/ Court that wouldimpact the ‘going concern' status of the Company and its future operations.

34. 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 directorto the median remuneration of the employee of the company for the financial year: Noremuneration is been paid to the Directors of the company. However the IndependentDirectors are paid sitting fees for attending the meetings of the Board & Committeesand the details of the same are furnished in Form MGT-9 b) The percentage of increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year- No remuneration is been paid to theDirectors of the company.

name of the person % of increase
Mithun Soni (CEO) 7.03
Ritesh Zaveri (CFO) 10.54
Urja Karia (CS) 28.61

c) The percentage increase in the median remuneration of employees in the financialyear: 14.79% d) The number of permanent employees on the rolls of company as on 31stMarch2018 are 9 (nine). e) Average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration: The average increase in salaries of employeesother than managerial personnel in 2017-18 was 14.79%.

Percentage increase in the managerial remuneration for the year was 15.39%. f)The key parameters for any variable component of remuneration availed by the directors: Novariable component of remuneration has been availed by the directors. g) Affirmation thatthe 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 policy of the company.

h) 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 Designa- tion of employee Qualifica - tions and experi- ence Date of com- mence- ment of employ- ment Gross remunera- tion received (per annum) Other terms & condi- tions Nature of employ- ment whether contrac- tual or other- wise Nature of duties of the employ- ees The last employ- ment held by such employee before joining the com- pany. Relation - ship with other directors of the com- pany
Mithun Soni Age: 37Years % of shares held: NIL CEO MBA 28.05.2014 10782298 As per Appoint- ment letter Non- con- tractual Invest- ment Head Ameri- corp Cap- ital Pvt. Ltd. There is no with any Directors
Mrunal Khalpada Age: 37 Years % of shares held: NIL Officer B.Com 01.11.2017 2136867 As per Appoint- ment letter Non- con- tractual Looks after ac- couns Saraswati Com- mercial (India) Limited There is no relationship with any Directors
Niraj Parikh Age: 44 Years % of shares held: NIL Officer Under- graduate 28.11.2012 948054 As per Appoint- ment letter Non- con- tractual Admin Head -- There is no relationship with any Directors
Ritesh Zaveri Age: 44 Years % of shares held: NIL CFO 13.02.2015 751436 As per Appoint- ment letter Non- con- tractual Accounts & Taxa- tion Head -- There is no relationship with any Directors
Urja Karia Age: 23 Years % of shares held: NIL Company Secretary & Com- pliance officer CS 30.06.2017 582681 As per Appoint- ment letter Non- con- tractual Secretari- al Compli- ances -- There is no with any Directors
Kapil Bhag- wat Age: 32 Years % of shares held: NIL Research Analyst MBA 20.06.2017 520065 As per Appoint- ment letter Non- con- tractual Equity Research BNP Chartered Accoun- tants There is no relationship with any Directors
Madhukar Waghe Age: 46 Years % of shares held: NIL Back Of- fice Assis- tant Under- graduate 01.04.2017 379805 -- Non- con- tractual Back of- fice work -- There is no with any Directors
Vishwas Sawant Age: 31 Years % of shares held: NIL Back Of- fice Assis- tant Under- graduate 11.01.2008 410149 -- Non- con- tractual Jr. Analyst -- There is no with any Directors
Sandeep More Age: 34 Years % of shares held: NIL Back Of- fice Assis- tant Under- graduate 01.04.2006 348435 -- Non- con- relationship tractual Back of- fice work -- There is no with any Directors

i) The statement referred in Rule 5(2) for Mr. Mithun Soni who was in receipt ofremunaration more than rupees one crore two lakhs is as per the table in point number (h)above.

34. 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. 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.

35. 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 unstin the Company'semployees at all levels for their efforts and valuable contributions during the year.

For and on behalf of the Board
V. V. SureSHKumar
place: mumbai CHairperSon
dated: 13thaugust 2018 din: 00053859