Your Directors have the pleasure in presenting before you the 28th AnnualReport together with Audited Statement of Accounts of Winy Commercial & FiscalServices Limited ("the Company") for the year ended 31st March2017.
| || |
(Amoun in Rupees)
|Financial Statements ||Standalone |
| ||31/03/2017 ||31/03/2016 |
|Total Income ||3124134 ||3472381 |
|Profit/(loss) before Depreciation & Taxation ||139604 ||154469 |
|Depreciation ||20480 ||33564 |
|Profit before taxation ||119124 ||120905 |
|Provision for Income Tax ||36792 ||40782 |
|Provision for Deferred Tax ||(1212) ||(3421) |
|Net Profit/(Loss) After Tax ||83544 ||83544 |
|Earlier Year Short Provision || ||(3) |
|Add: Contingent Provision against Standard Assets. ||3753 ||4988 |
|Profit/(Loss) brought forward from previous year ||459920 ||388141 |
|Profit available for appropriation ||547217 ||476670 |
|Less: transferred to special reserve. ||(16710) ||(16750) |
|Profit/(Loss) carried to Balance Sheet ||530507 ||459920 |
Reserve & Surplus
The balance of Reserve & Surplus as at 31st March 2017 stand atRs5278558/-(Pr. Yr. Rs.5191261/-) after making appropriations indicated above.
Review of Operations
The Company is a Non Banking Financial Company and engaged in advancing of Loans andInvestments in shares and securities. The Company is also exploring other businessopportunities. Your Directors are hopeful to achieve better results in future.
Your Directors do not recommend any dividend during the financial year ended 31stMarch 2017.
Listing of Shares of the Company
The shares of the Company are listed at Calcutta Stock Exchange & Bombay StockExchange.
Change in Nature of Business
There was no change in the nature of business of the Company.
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Companyoccurred between the end of Financial Year to which the Balance Sheet relates on the dateof this report.
There were no significant and material orders passed by the regulators or courts ortribunals impacting the Going Concern status and Company's operations in future.
Internal Control System
The Company has adequate system of internal control commensurate with the size andnature of business. Detailed procedures are in place to ensure that all assets aresafeguarded and protected against loss all financial information and transactions areauthorized recorded and appropriately reported. The internal control system is monitoredand evaluated at regular intervals.
Share Capital / Finance
Your Company has not issued any Equity Shares or shares with differential rights/Employee Stock Option Plan/ Sweat Equity Shares during the year.
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isAnnexed as Annexure 1.
Directors' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Details of the various meetings held during the financial year 2016-17 is beengiven in the Corporate Governance Report.
Corporate Governance Report
Your Company recognizes the importance of good Corporate Governance in buildingshareholders confidence improving investor protection and enhancing Long-term enterprisevalue. A report on Corporate Governance is annexed.
The Chief Financial Officer of the Company has submitted a certificate to the Board asrequired under Regulation-27(2) of the Listing Agreement for the year ended 31-03-2017.
Statutory Auditors their Report and Notes to Financial Statements
Ratification of appointment of Statutory Auditors is being sought from the members ofthe Company at the ensuing AGM.
Further the report of the Statutory Auditors along with notes to Schedules is enclosedto this report. The observations made in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.
In terms of Section- 204 of the Act and Rules made there under M/s. Anurag Fatehpuria(Membership No: A34471) a Practicing Company Secretary (COP No: 12855) have beenappointed Secretarial Auditor of the Company. The report of the Secretarial Auditor isenclosed as Annexure 2 to this report. The report is self-explanatory and do notcall for any further comments.
Particulars of Loans Guarantees or Investments under sec-186 of Companies Act 2013 a)Details of Loans and Advances Given (Unsecured):(Provided for Business Purposes)
|Name of the Borrower ||Amount |
|Gallon Holdings Pvt. Ltd. ||3689819 |
|Hydrokrimp A C Pvt. Ltd. ||2162000 |
|India Metals & Alloys Mfg. Co. Pvt. Ltd. ||3185588 |
|Jatia Cotton Mills Ltd. ||2625939 |
|Mahestala Agro Food (P) Ltd. ||6269800 |
|Moon Reality Consultants Pvt. Ltd. ||1422393 |
|Reliance Chemotex Industries Ltd. ||4360000 |
|Balaji Pipes ||102082 |
|Manoj Saraf ||1681638 |
|Sandeep Jain ||2000000 |
|Electro Copper & Alloys Mfg. Co. ||7850000 |
b) Details of Investments :
The details of the Investments made by the Company is given in the notes to theFinancial Statements.
Related Party Transactions
Transactions with the Related Parties are given in the Notes to Financial statements.
Risk Management Policy
Pursuant to section 134(3)(n) of the Companies Act 2013 the Company has adopted aRisk Management policy. The main aim of risk management is to identify monitor and takeprecautionary measures in respect of the events that may pose risks for the business. TheBoard identifies some risks that may affect the business of your Company and segregatethem in various categories. Based upon such categories Board has directed the managementto adopt and follow certain preventive steps. Board reviews the Risks periodically.
Vigil Mechanism Policy
The Board has adopted a whistle blower policy for the Company. The policy is formulatedto provide opportunity to all the employees to access in good faith to the AuditCommittee of the Company in case they observe any unethical and improper practice orbehavior or wrongful conduct in the Company.
Declaration by Independent Directors
The Independent Directors have submitted their declaration of independence as per theCompanies Act 2013 to the Board.
Corporate Social Responsibility
The Companies (Corporate Social Responsibility Policy) Rule 2014 is not applicable tothe Company.
Directors and Key Managerial Personnel
Mr. Shashank Srivastava ( DIN: 00012960) & Mr. Sunil Shah (DIN: 01562716) Directors retire by rotation at the forthcoming Annual General Meeting and being eligibleoffer themselves for reappointment.
Formal Annual Evaluation
The Board has adopted a policy for evaluation of itself along with all its committeesand all the directors individually. Based on such policy the Board in its first BoardMeeting held after the financial year 2015-16 performed an evaluation of its own workingof all its committees and personal evaluation of Directors.
Transfer of Amounts to Investor Education and Protection Fund
There were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).
Your Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits Rules) 2014.
Particulars of Employees (Managerial Remuneration)
The information required pursuant to sec-197 read with Rule 5 of The CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 The ratio ofremuneration of median employee to that of the Managing Director and Company Secretary are1:1 and 1:1 respectively. No other directors get any remuneration from the Company.
Energy technology absorption foreign exchange earnings and outgo
The nature of the Company's business does not require involving any type of energyconsumption or adaptation of any technology.
The particulars required to be furnished under Rule 8 of the Companies (accounts)Rules 2014 : i) Part A and B pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
ii) Foreign Exchange earnings and outgo are as under :
|Earnings : ||Rs. Nil |
|Outgo : ||Rs. Nil |
Your Directors would like to express their sincere appreciation of the co-operationassistance received from everyone related to the Company during the year under review.
For and on behalf of the Board
WINY COMMERCIAL & FISCAL SERVICES LIMITED
Amit Kumar Bajoria
Date : 29-05-2017
Place : Kolkata