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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 0.50
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 0.50
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 37th Annual Report togetherwith the annual audited consolidated and standalone financial for the financial year ended31st March 2020.

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 Year ended Year ended Year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total Revenue (I) 943.04 3260.91 943.04 3260.91
Total Expenses (II) 6071.89 2416.24 6071.89 2416.24
Profit before share in profit/(loss) of associates and tax (I-II= III) (5128.85) 844.67 (5128.85) 844.67
Share in profit/(loss) of associates (IV) - - (2426.19) (14.51)
Profit/ (loss) before tax (III+IV= V) (5128.85) 844.67 (7555.04) 830.16
Less: Tax expenses (VI) (1745.77) 102.25 (1745.77) 102.25
Profit/ (loss) for the year (V-VI= VII) (3383.08) 742.42 (5809.28) 727.91
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII) (6669.09) 723.49 (6669.09) 723.49
Share in profit/(loss) of associates (IX) - (4553.36) 1019.44
Other Comprehensive Income before tax (VIII+IX= X) (6669.09) 723.49 (11222.45) 1742.93
Less: Tax expenses (XI) (714.99) 250.06 (714.99) 250.06
Other Comprehensive Income for the year (X-XI= XII) (5954.10) 473.43 (10507.45) 1492.87
Total Comprehensive Income (VII+XII= XIII) (9337.17) 1215.85 (16316.73) 2220.78
Earnings per share
Basic (270.10) 59.27 (463.80) 58.11
Diluted (270.10) 59.27 (463.80) 58.11

Note: figures are represented in Ind-AS

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')read together with the Companies (Indian Accounting Standards) Rules 2015 as amendedfrom time to time other relevant provisions of the Act on an accrual basis. This is thefirst time adoption of financial statements of the Company under Ind AS.

• Revenues – Standalone:

The standalone revenue from operations and other income of the Company stood at 943.04Lakhs for the financial year ended 31st March 2020 as against 3260.91 Lakhs in theprevious financial year. After providing for Depreciation the Company has incurred a lossbefore tax of Rs. 5128.85 Lakhs. After making provision for tax for the year; the loss forthe year amounted to Rs. 3383.08 Lakhs.

The Company's other comprehensive income (net of tax) for the financial year ended 31stMarch 2020 was loss of Rs. 5954.10 Lakhs compared to profit of Rs. 473.43 Lakhs inprevious year. The company's total comprehensive income for the financial year ended 31stMarch 2020 was loss of Rs. 9337.18 Lakhs as against profit of Rs. 1215.85 Lakhs in theprevious 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 at943.04 Lakhs for the financial year ended 31st March 2020 as against 3260.91 Lakhs in theprevious financial year. After providing for Depreciation the Company has incurred a lossbefore tax of Rs. 5128.85 Lakhs. After making provision for tax for the year; the loss forthe year amounted to Rs. 5809.28 Lakhs.

The Company's other comprehensive income (net of tax) for the financial year ended 31stMarch 2020 was loss of Rs. 10507.45 Lakhs compared to profit of Rs. 1492.87 Lakhs inprevious year. The company's total comprehensive income for the financial year ended 31stMarch 2020 was loss of Rs. 16316.73 Lakhs as against profit of Rs. 2220.78 Lakhs in theprevious financial year.

The share in profit/(loss) of associates for the financial year ended 31st March 2020was loss of Rs. 2426.19 Lakhs compared to loss of Rs. 14.51 Lakhs in the previousfinancial year. The share in other comprehensive income of associates for the financialyear 2019-2020 was loss of Rs. 4553.36 Lakhs compared to profit of Rs. 1019.44 Lakhs inthe previous financial year.

3. COVID-19:

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. Tough timesinvariably test a Company's fortitude and sustainability. It sure tested your Company'sdetermination as well throughout this financial year. It presented us with a challengingenvironment which worsened on account of COVID-19. The overall business environmentremained subdued with demand slackening across high-growth sectors. For the Company thefocus immediately shifted to ensuring the health and well-being of all employees and onminimizing disruption to services. Although there are uncertainties due to the pandemicthe Company will strive to navigate the challenges ahead.

4. DIVIDEND:

Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.

5. 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.

6. TRANSFER TO RESERVES:

During the year your Company has incurred losses therefore; the Company has nottransferred any amount to Reserves u/s. 45 IC of Reserve Bank of India Act.

7. CHANGE IN THE NATURE OF BUSINESS IF ANY

There were no changes in nature of the business of the Company done during the year.

8. 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
Mrs. Vaishali Dhuri 07.08.2014 - Non- Executive Director
Mr. Hatim Harianawala Appointed as Director w.e.f. 14.01.2010 and appointed as Independent Director w.e.f. 13.09.2014 13th August 2019 Independent Director
Mr. Ketan Desai 13.02.2015 - Independent Director
Mr. Hetal Khalpada 12.11.2018 - Non- Executive Director Chairman
Mrs. Babita Thakar 29.05.2019 - Independent Director
Mr. Vallabh Prasad Biyani 12.08.2020 - Additional Independent Director
Mr. Sandeep Kejariwal 01-10-2020 - Additional Non- Executive 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.

Appointment / Resignation of Directors

1. In terms of the provisions of the Companies Act 2013 Mr. Hetal Khalpada 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.

2. Mr. Hatim Harianawala Independent Director of the Company resigned from thedirectorship w.e.f. 13th August 2019 due to personal reasons. Consequent to hisresignation he ceased to be a member of Audit Committee Nomination & RemunerationCommittee and Corporate Social Responsibility Committee.

3. Mr. Ketan Desai Independent Director of the Company was re-appointed for another(second) term for five consecutive years subject to approval of members with effect from12th February 2020 to 11th February 2025.

4. The Board on recommendations of Nomination & Remuneration Committee appointedMr. Vallabh Prasad Biyani (DIN: 00043358) as an Additional (Non-Executive) IndependentDirector w.e.f. 12th August 2020.

5. The Board of Directors on recommendations of Nomination & Remuneration Committeeappointed Mr. Sandeep Kejariwal (DIN: 00053755) as an Additional (Non-Executive) Directoron 12th August 2020 and received approval from Reserve Bank of India for his appointmenton 1st October2020.

The Company has devised a policy on directors' appointment and remuneration includingcriteria for deeming qualifications independence of director and other matter providedunder subsection (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/NOMINATION%20AND%20REMUNERATION%20POLICY-WCIL.pdf

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 23rd December 2019.

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.

9. 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 2020 the applicable accounting standards have been followed; b)the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of the profit ofthe Company as on that date; c) the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. d) the Directors have prepared the annualaccounts for the year ended 31st March 2020 on a going concern basis. e) theDirectors have laid down Internal Financial Controls to be followed by the company andthat such Internal Financial Controls are adequate and are operating effectively. f) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

10. 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.

11. 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 the34th Annual General meeting to hold office for a period of five years from the conclusionof 34th Annual General Meeting (AGM) till the conclusion of the 39th AGM subject toratification of their appointment by Members at every AGM if so required under the Act.Members may note that the first provision to Section 139 of the Companies Act 2013 whichrequires ratification of the appointment of Statutory Auditors by the Members at every AGMhas been omitted by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly matter for ratification of appointment of statutory auditors at the ensuingAGM has been withdrawn from the Statute. Hence the resolution seeking ratification of theMembers for continuance 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 31st March2020. The Auditors Report is enclosed with the financial statements in this Annual Report.

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 2020. The Secretarial Audit Report forthe financial year ended 31st March 2020 is appended to this Report in 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.

12. INSURANCE:

The company has adequately insured all its assets and properties.

13. 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.

14. 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.

15. 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.

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

During the year Six (6) 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 36th Annual General Meeting (AGM) of the Company was held on 26th September 2019.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.

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

A] Conservation of Energy and Technology Absorption: a. The step taken or impacts onconversation of energy – The operation of your Company are not energy intensive.However adequate measures have been initiated for conservation of energy. b. The stepstaken by the Company for utilizing alternative sources of energy – though theoperations of the Company are not energy intensive the Company shall explore alternativesources of energy as and when necessity arises. c. The capital investment on energyconservation equipments - NIL

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2019-2020 2018-2019
Foreign Exchange Earning NIL NIL
Foreign Exchange Outgo NIL 0.01

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

18. 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.

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

20. 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%20On%20Prevention%20of%20Sexual%20Harassment.pdf.

The provisions and guidelines of the Internal Complaints committee are not applicableto the Company. However during the financial year 2019-20 the Company has not receivedany complaints on sexual harassment and no complaints remain pending as of 31st March2020.

21. 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 Mrs.Babita Thakar 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.

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

22. 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%20Familiarization%20program%20for%20IDs.pdf.

23. 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.

24. 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.

25. 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 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 .

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.

26. 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 the Board and updated based on need and new compliancerequirements.

The policies and programmes adopted by the company along with their web links are asfollows:

Sr. Name of the policy Web link
No.
1 Document Retention and Archival Policy http://www.winrocommercial.com/policies/Policy%20- %20Document%20Retention%20and%20Archival%20Policy.pdf
2 Policy for determination of Materiality http://www.winrocommercial.com/policies/Policy%20- %20Materiality.pdf
3 CSR policy http://www.winrocommercial.com/policies/CSR%20Policy_WINRO.p df
4 Policy on prevention of sexual harassment http://www.winrocommercial.com/policies/Policy%20On%20Preven tion%20of%20Sexual%20Harassment.pdf
5 Whistle Blower/ Vigil Mechanism Policy http://www.winrocommercial.com/policies/Policy%20- %20Whistle%20blower%20&%20Vigil%20Mechanism.pdf
6 Policy on Materiality of Related Party Transactions http://www.winrocommercial.com/policies/Winro.pdf
7 Nomination & Remuneration Policy http://www.winrocommercial.com/policies/NOMINATION%20AND% 20REMUNERATION%20POLICY-WCIL.pdf
8 Board Evaluation Policy http://www.winrocommercial.com/policies/Policy%20- %20Board%20Evaluation.pdf
9 Board Diversity http://www.winrocommercial.com/policies/Policy%20- %20Diversity%20of%20the%20Board.pdf
10 Succession Policy http://www.winrocommercial.com/policies/Policy%20- %20Succession%20Policy.pdf
11 Familiarization of http://www.winrocommercial.com/policies/final%20Familiarization
Independent %20program%20for%20IDs.pdf
Directors
12 Code of Conduct for Prevention of Insider Trading http://www.winrocommercial.com/policies/Winro%20- %20Insider%20Trading%20Code%20-%2004.04.2019.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 displayed on thewebsite of the Company at -http://www.winrocommercial.com/policies/CSR%20Policy_WINRO.pdf. During the year the Company spent Rs. 33 lakhs towards the Corporate SocialResponsibility as per the Prescribed CSR Expenditure.

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 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 23rd December 2019. The Board ofDirectors 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 no material or serious observations have beenhighlighted for inefficiency or inadequacy of such controls. Report of the StatutoryAuditors on the Internal Financial Controls with reference to the financial statements asrequired under clause (i) of Sub-section 3 of Section 143 of the Companies Act2013("the Act") forms part of this Annual Report as Annexure-A to the AuditorsReport.

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

Sr. Name of the associate % of holding
No.
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 31.03.2020 {Standalone figures}

Total Revenue (I) - - 253.66 304.89
Total Expenses (II) 3.20 0.51 2766.41 1655.57
Profit before share in profit/(loss) before tax (I-II= III) (3.20) (0.51) (2512.75) (1350.68)
Less: Tax expenses (IV) - - (683.56) (467.73)
Profit/ (loss) for the year (III-IV= V) (3.20) (0.51) (1829.19) (882.95)
Other Comprehensive Income before tax (VI) - (41.68) (2987.46) (6618.41)
Less: Tax expenses (VII) - (4.34) (251.91) (457.26)
Other Comprehensive Income (VI-VII= VIII) - (37.35) (2735.55) (6161.14)
Total Comprehensive Income (V+VIII= IX) (3.20) (37.86) (4564.74) (7044.09)
Earning per Share
Basic (1.33) (1.78) (21.54) (7.48)
Diluted (1.33) (1.78) (16.94) (7.48)

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.

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:

During the financial year 2019-2020 there were no significant and material orderspassed by any Regulator/ Court that would impact the ‘going concern' status of theCompany and its future operations.

33. 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/ (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) (21.58)
Ritesh Zaveri (CFO) (1.95)
Urja Karia (CS) 6.94

c) The percentage increase/ (decrease) in the median remuneration of employees in thefinancial year : (2.79) %

d) The number of permanent employees on the rolls of company as on 31st March 2020 are9 (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 decrease in salaries of employees other than managerial personnel in2019-20 was (2.83)%. Percentage decrease in the managerial remuneration for theyear was (5.53)%.

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 2020.

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 Designati on of employee Qualifica tions and Experien ce Date of Commenceme nt of Employment Gross Remuneratio n received (Per annum) (Rs. in Lakhs) Other Terms & Conditio ns Nature of employ ment whether contract ual or otherwis e Nature of duties of the emplo yees The last employm ent held by such employee before joining the company Relation ship with other Director s of the compan y
Mithun Soni CEO Qualifica tion: 28.05.2014 46.80 As per Appoint ment letter Non- contract ual Invest ment Head Americorp Capital Pvt. Ltd. There is no relation ship with any Director s
Age: 39 Years MBA
% of shares held: NIL Experien ce: 16 Years
Nirav Shah Assistant Fund Manager Qualifica tion: 01.12.2018 31.71 As per Appoint ment letter Non- contract ual Equity Resear ch Saraswati Commerci al (India) Limited There is no relation ship with any Director s
Age: 37 Years BCOM CFA
% of shares held: NIL Experien ce: 11 Years
Ritesh Zaveri CFO Qualifica tion: 13.02.2015 8.34 As per Appoint ment letter Non- contract ual Accoun ts & Taxatio n Head -- There is no relation ship with any Director s
Age: 46 Years B.com
% of shares held: NIL Experien ce: 21 Years
Non- contract ual
Urja Karia Company Secretary & Complianc e officer Qualifica tion: CS 30.06.2017 7.24 As per Appoint ment letter Secreta rial Compli ances -- There is no relation ship with any Director s
Age: 26 Years B.com
% of shares held: NIL Experien ce: 6 Years
Kapil Bhagwat Research Analyst Qualifica tion: 20.06.2017 6.45 As per Appoint ment letter Non- contract ual Equity Resear ch BNP Chartered Accounta nts There is no relation ship with any Director
Age: 34 Years MBA
% of shares held: NIL Experien ce: 4 Years
s
Vishwas Sawant Back Office Assistant Qualifica tion: 11.01.2008 4.71 -- Non- contract ual Jr. Analyst -- There is no relation ship with any Director
Age: 33 Years Undergra duate
% of shares held: NIL Experien ce: 12 Years
s
Tushar Desai Accounts Executive Qualifica tion: 01.11.2018 4.50 As per Appoint ment letter Non- contract ual Accoun ts and Taxatio n Four Dimensio ns Securities (India) Limited There is no relation ship with any Director s
Age: 30 Years BCOM
% of shares held: NIL Experien ce: 2 Year
Sandeep More Back Office Qualifica tion: 01.04.2006 3.77 -- Non- contract ual Back office work -- There is no relation ship with any Director
Age: 36 Years Assistant Undergra duate
% of shares held: NIL Experien ce: 14 Years
s
Madhukar Waghe Back Office Qualifica tion: 01.04.2017 3.75 -- Non- contract ual Back office work -- There is no relation ship with any Director s
Age: 48 Years Assistant Undergra duate
% of shares held: NIL Experien ce: 26 Years

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. 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. 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 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: 11th November 2020 Chairman
Registered Office:
209-210 Arcadia Building 195
Nariman Point Mumbai – 400 021.

.