Dear Shareholders

Your Directors have the pleasure in presenting before you the 30^th AnnualReport together with Audited Statement of Accounts of Winy Commercial & FiscalServices Limited ("the Company") for the year ended 31^st March2019.

(Amoun in Rupees)

Reserve & Surplus

The Balance of Reserve & Surplus as at 31^st March 2019 stands at Rs.(9720879)/-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. Company sold some of its Investments and incurredlosses however these were in the long-term interest only. It is expected that FinancialMarkets will have difficult times ahead and yields from Financial Activities will be lowerand more Risky.

Dividend

In view of losses the Directors are not recommending any dividend during the financialyear ended 31^st March 2019.

Listing of Shares of the Company

The shares of the Company are listed at Calcutta Stock Exchange & BSE Limited.

Change in Nature of Business

There was no change in the nature of business of the Company.

Material Changes and Commitments

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

Internal Control System

The Company has in place adequate internal control systems and procedures commensuratewith the size and nature of the business. These systems and procedures provide reasonableassurance of maintenance of proper accounting records reliability of financialinformation protection of resources and safeguarding of assets against unauthorized use.

Share Capital / Finance

During the year under review the Company has not issued any shares or any convertibleInstruments.

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 under Section 134(5) of the Companies Act 2013 yourDirectors confirm that :

(a) In the preparation of the annual accounts for the financial year ended 31^st March2019 the applicable accounting standards had been followed along with proper explanationrelating 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.

Meetings

Details of the various meetings held during the financial year 2018-19 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.

SEBI (LODR) Regulations 2015

All the regulations and provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been complied by the Company within the due date.

MD/CFO Certification

The Company has obtained a certificate as required under Regulation -17(8) of SEBI(LODR) Regulation 2015for the year ended 31-03-2019.

Statutory Auditors their Report and Notes to Financial Statements

Tenure of M/S S jaykishan Chartered Accountants (FRN : 309005E) Statutory Auditorswill expire upon the conclusion of the 30^th AGM of the Company. The Board ofDirectors approached M/s M. L. Choudhry & Co. Chartered Accountants (FRN : 306125E)Kolkata and received consent from the Auditors to the effect that if they are appointedit would be in accordance with the provisions of the Section 141 or other applicableprovisions of the Companies act 2013 Accordingly a resolution proposing appointment ofM/s M. L. Choudhry & Co. Chartered Accountants as the Statutory Auditors of theCompany pursuant to Section 139 of the Companies Act 2013 forms part of the 30th AGM forapproval of members.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report and are self-explanatory. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the company has appointed Mis. AnjaliMishra (ACS No.:52144) a Practicing Company Secretary (COP No: 19195) as SecretarialAuditors of the Company. The Secretarial report of the Secretarial Auditors is enclosed asAnnexure 2 to this report. The report is self-explanatory and do not call for anyfurther comments.

a) Details of Loans and Advances Given (Unsecured) : (Provided for Business Purposes)

Details of Loans advances are given in the notice to the Financial Statements.

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.

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 and to prohibit managerial personnel fromtaking adverse personnel action against such employee.

Declaration by Independent Directors

The Independent Directors have submitted their declaration of independence as per theCompanies Act 2013 to the Board.

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 2017-18 performed an evaluation of its own workingof all its committees and personal evaluation of Directors.

Corporate Social Responsibility

The provisions of Companies Act 2013regarding Corporate Social Responsibility are notapplicable to the Company.

Risk Management Policy

Pursuant to section 134(3)(n) of the Companies Act 2013 the Company has adopted aRisk Management policy. The Board identifies some risks that may affect the business ofyour Company and segregate them in various categories. Based upon such categories Boardhas directed the management to adopt and follow certain preventive steps. Board reviewsthe Risks periodically.

Directors and Key Managerial Personnel

Mr. Sunil Shah (DIN No. 01562716) Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment.

Public Deposits

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.

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).

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

Since the Company is an Investment Company the particulars relating to conservation ofenergy and technology absorption stipulated in the Companies (Accounts) Rules 2014 arenot applicable.

Statutory & Legal Matters

A letter was received by the Company from BSE during 2017-18 regarding issue relatedto Shell Companies and appointment of Forensic Auditor therein. The Company has dulyreplied to all the queries issued by the BSE. Further the Company has filed Suit againstappointment of Forensic Auditor and the same is subjudice.

Acknowledgement

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.