<dhhead>DIRECTORS’ REPORT AND MANAGEMENT DISCUSSION AND
ANALYSIS </dhhead>
Your directors have pleasure in placing before you the Thirty-ninth
Annual Report together with the Audited Financial Statements of the Company for the year
ended March 31, 2023 and Management Discussion and Analysis.
1. STANDALONE FINANCIAL RESULTS AND APPROPRIATIONS:
|
Year Ended 31st March, 2023 |
Year ended 31st March, 2022 |
|
(Rs Lakhs) |
(Rs Lakhs) |
| Loss Before Tax |
(496.80) |
(400.60) |
| Less: Tax Expenses |
16.21 |
48.69 |
| Loss for the year |
(513.01) |
(449.29) |
| Add: Balance brought forward |
(8,723.01) |
(8,273.72) |
| Add: Remeasurement of the net defined benefit
obligations, net of taxes |
(0.35) |
- |
| Available for Appropriation |
(9,236.37) |
(8,723.01) |
| Transfers & Appropriations: |
|
|
| Transfer to Reserves |
-- |
- |
| Balance Carried Forward |
(9,236.37) |
(8,723.01) |
2. DIVIDEND:
Considering the Financial Position of the Company, the Board of
Directors of the Company has not recommended / proposed dividend for the financial year
ended 31.3.2023.
3. OPERATIONS:
The total income of the Company for the year under review is Rs 16.48
lakhs compared to Rs 13.18 lakhs earned in the previous year. The total income for the
year under review is increased by 25.04%.
The Company has incurred a loss before tax of Rs 496.80 lakhs in the
current year as against Rs 400.60 lakhs in the previous year. Loss after tax stood at Rs
513.01 lakhs (Previous Year Rs 449.29 lakhs).
In the Board’s perception there are no foreseeable risks which
could threaten the existence of the Company.
4. SUBSIDIARIES:
Highlights of financial performance of the Company’s subsidiaries
are as follows:
a) Revenue from operations of the Company’s subsidiary viz West
Pioneer Properties (India) Pvt. Ltd [WPPIPL] was Rs 9,914.69 lakhs for the year 2022 -
2023 as compared to Rs 2,315.82 lakhs in the previous year. The revenue from operations of
WPPIPL has increased by Rs 7,598.87 lakhs in the year 2022-2023 when compared to its
previous year.
Its total income for the year stood at Rs 10,059.09 lakhs in comparison
to Rs 2,416.13 lakhs in the previous year. The increase in total income is mainly due to
increase in revenue from operations. The profit for the year is Rs 1,362.32 lakhs as
compared to loss of Rs 1088.63 lakhs in the previous year.
b) Westfield Entertainment Pvt. Ltd [WEPL], the Company’s
step-down subsidiary has earned an after tax profit of Rs 307.62 lakhs in the current year
as compared to after tax profit of Rs 280.27 lakhs earned in the previous year. The after
tax profit of WEPL has increased by 9.76% in the current year as compared to the previous
year.
A separate statement containing salient features of the financial
statements of the said subsidiaries of the Company forms part of its financial statements.
Consolidated financial statements of the Company incorporating the
financials of the subsidiaries form part of the Annual Report.
The Scheme of Amalgamation between the WPPIPL and WEPL has been
approved by the Regional Director, Western Region, Ministry of Corporate Affairs vide its
Order dated 19.12.2022, which has become effective on 13.6.2023. Hence, WEPL stands
amalgamated with WPPIPL from the appointed date i.e. 1.10.2021.
5. MANAGEMENT DISCUSSIONS AND ANALYSIS:
Financial Year 2022-2023 is estimated to have seen full resumption of
activities post the COVID-19 pandemic which impacted the previous two years. Globally,
there are concerns of slowdown in growth due to uncertainty in the financial markets.
The Company’s business segments include Leasing, Investments and
Service. Revenue from leasing and investment was Rs 4.75 lakhs and Rs 4.86 lakhs
respectively in comparison to Rs 9.58 lakhs and Rs 3.48 lakhs in the previous year. The
revenue from Service activity amounted to Rs 6.69 lakhs, during the year.
The segment results appear in notes to the Financial Statements.
The Company has in place internal financial control systems,
commensurate with its size and the nature of its operations to ensure proper recording of
financial and operational transactions / information and compliance of various internal
controls and other regulatory and statutory compliances. The internal auditors monitor and
evaluate the efficacy and adequacy of internal control systems in the Company. The
observations arising out of the internal audits are periodically reviewed by appropriate
persons and summaries along with corrective actions plans, if any, are submitted to the
management and Audit Committee for review, comments and directions. The concerned persons
undertake corrective action in their respective areas and thereby strengthen the controls.
The Company did not enter into any transaction(s) with any person(s) or
entity belonging to the promoter / promoter group who holds 10% or more shareholding in
the Company. Information pertaining to financial performance forms part of this Report.
There were no material developments in the Company’s Human
Resource Capital except appointment of Mr Anuj Mehta as Company Secretary and Compliance
Officer w.e.f. 2.8.2022 in place of Mr Peter Fernandes and appointment of Mr Sunil Modi as
a CFO and Manager w.e.f. 12.8.2022 in place of Mr D L Pawar.
RATIOS
i) Current Ratio:
The Company’s current ratio is 76.55 times during the current year
in comparison to 8.73 times in the previous year. The increase in the current ratio in the
current year is due to increase in current assets and decrease in current liability.
ii) Operating Profit Margin:
The Company’s operating profit margin at the end of current year
was 12.26% in comparison to 16.39% respectively, in the previous year. The decrease in
operating profit margin is due to increase in Finance Cost.
6. CORE INVESTMENT COMPANY:
The Company continues to be a Core Investment Company (CIC) in terms of
Core Investment Companies (Reserve Bank) Directions, 2016, as amended.
7. CORPORATE GOVERNANCE:
The Company’s paid up equity share capital and the net worth
during the three consecutive preceding financial years as per the audited financial
statements were as follows:
| Sr. No. Particulars |
31.03.2022 |
31.03.2021 |
31.03.2020 |
| 1 Paid up Equity Share Capital |
1.00 |
1.00 |
1.00 |
| 2 Net worth |
-23.40 |
-19.10 |
-20.34 |
Hence, with effect from 1.04.2022 the Corporate Governance provisions
are not applicable to the Company by virtue of Regulation 15(2) of SEBI Listing
Regulations, as the paid up equity share capital and the net worth of the Company during
the three consecutive preceding financial years remained below the limits specified
therein.
Accordingly, a report on Corporate Governance as stipulated under
Schedule V of the SEBI Listing Regulations is not attached to this Annual Report.
8. DIRECTORS & KMP:
a) At the 38th AGM of the Company held on 30.09.2022 Mr
Nitin Mhatre (DIN: 08294405) was re-appointed as a director of the Company and the
appointment of Mr Sunil Modi as a Manager of the Company for a term of 5 years w.e.f.
12.08.2022, was approved.
b) Mrs Smita Achrekar (DIN: 09237586), director retires by rotation at
the ensuing Annual General Meeting (AGM) and, being eligible, offers herself for
re-appointment.
c) Mr Anil Gupta (DIN: 00060720) resigned as an Independent director of
the Company w.e.f. 8.6.2023 due to personal reasons. d) On recommendation of Nomination
and Remuneration Committee, Mr Sunil Kantilal Trivedi (DIN: 00387797) has been appointed
as an additional director of the Company in the category of independent director w.e.f.
8.6.2023. Pursuant to provisions of Section 150(2) and other applicable provisions of the
Companies Act, 2013 (the Act) the appointment of Mr Sunil Kantilal Trivedi needs to be
approved by members of the Company.
Mr Sunil Kantilal Trivedi possesses requisite expertise and knowledge
and is qualified for functioning as an Independent Director of the Company. The Company
has also received prescribed notice from a member of the Company under Section 160 of the
Act proposing the candidature of Mr Sunil Kantilal Trivedi for the office of Independent
Director.
A brief profile and other requisite information of Mr Sunil Kantilal
Trivedi forms part of the Notice of AGM.
The Board is of the opinion that Mr Sunil Kantilal Trivedi holds
highest standards of integrity and possess requisite expertise and experience required to
fulfill his duties as Independent Director. Further Mr Sunil Kantilal Trivedi has passed
the online proficiency self-assessment test conducted by The Institute of Corporate
Affairs.
The appointment of Mr Sunil Kantilal Trivedi would fill the vacancy
caused due to aforesaid resignation.
Approval of members is being sought for appointment of Mr Sunil
Kantilal Trivedi as an independent director of the Company for a term of five years w.e.f.
8.6.2023.
e) Board Evaluation
The Board has carried out an evaluation of its own performance, as also
of the individual directors and its various committees. The performance of Non-independent
directors and of the Board as a whole was carried out by the Independent Directors at
their separate meeting. Evaluation of performance of Independent directors was carried out
by the entire Board of Directors, excluding the director being evaluated. The directors
expressed satisfaction with the evaluation process and the results thereof.
f) Declarations by Independent Directors
Requisite declarations have been obtained from each independent
director under Section 149(7) of the Act, to the effect that the declarant meets the
criteria of independence laid down in Section 149 (6) of the Act and also under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulation).
g) During the year six board meetings were convened and held.
9. COMMITTEES OF BOARD:
i) Audit Committee:
The Audit Committee of the Company presently comprises of following
members:
Mr Shyam Khandelwal (Chairman) Mr Sunil Kantilal Trivedi Mrs Smita
Achrekar
During the year there were no instances where the Board of Directors of
the Company (the Board) did not accept any recommendation of the Audit Committee. The
Company has also put in place a vigil mechanism for directors and employees to report
their concerns / grievances etc. to the Audit Committee which oversees the functioning of
the said mechanism.
ii) Nomination and Remuneration Committee (NRC):
The NRC comprises of three members out of which two are Independent
Directors.
Salient features of the policy include having an appropriate mix of
executive, non - executive and independent directors primarily to maintain independence of
the Board.
The NRC assesses independence of directors at time of appointment /
re-appointment as well as annually. NRC takes into consideration various factors as
specified in the policy while considering any remuneration to be paid to directors, key
managerial personnel and other employees, etc.
The NRC Policy is available on the Company’s website
www.winmoreleasingandholdings.com under the section ‘Policies’.
10. STATUTORY AUDITORS:
Messrs Bharat Gupta & Company, Chartered Accountants (FRN:
131010W), were appointed as Statutory Auditors of the Company for 5 years from the
conclusion of the 38th AGM.
The requirement of ratification of appointment of the Statutory
Auditors at every AGM has been dispensed with. Accordingly, no such item has been placed
for approval of the members at this AGM.
Messrs Bharat Gupta & Company, have confirmed that they are
eligible for continuing to act as statutory auditors of the Company and no proceeding
against the firm or any partner of the firm is pending with respect to professional
matters of conduct.
11. AUDITORS’ REPORT:
The Auditors’ Report on the Standalone financial statements and
Consolidated financial statements of the Company do not contain any reservation,
qualification or adverse remark.
12. SECRETARIAL AUDIT:
A Secretarial Audit Report of the Company for the financial year ended
31.03.2023 is annexed hereto as ‘Annexure I’.
The Secretarial Audit Report of the Company do not contain any
qualification, reservation or adverse remark.
13. LOANS, GUARANTEES OR INVESTMENTS:
Details of investments made appear in notes to the financial
statements. Also, the Company has not provided any loans, guarantee or security to or on
behalf of any other person.
14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered into by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm’s length basis.
During the year, the Company did not enter into any materially
significant related party transactions that may have potential conflict with the interest
of the Company.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since the Company is not into any manufacturing activity there are no
particulars to be specified under the heading ‘conservation of energy’. There is
no technology involved in the business being carried on by the Company. The Company did
not earn nor spent any foreign exchange during the year.
16. CORPORATE SOCIAL REPONSIBILITY:
None of the three criteria specified in Section 135(1) of the Act
relating to CSR is applicable to the Company.
17. PARTICULARS OF EMPLOYEES:
a. Required particulars of employees under Rule 5(1) of the Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached as
‘Annexure II’ to this report.
b. There are no employees covered by Rule 5(2) of the Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
18. ANNUAL RETURN:
The annual return of the Company for the year ended 31.03.2023 in the
prescribed format is available on the website of the Company at
www.winmoreleasingandholdings.com under the section ‘Disclosures’.
19. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) read with Section 134(5) of
the Act, your directors state that:
(a) In preparation of the annual accounts, applicable accounting
standards have been followed alongwith proper explanation relating to material departures;
(b) Accounting policies have been selected and applied consistently and
the judgments and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of its
loss for the year;
(c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with provisions of the Act for safeguarding
assets of the Company and for preventing and detecting frauds and other irregularities;
(d) The annual accounts has been prepared on a going concern basis;
(e) Internal financial controls to be exercised by the Company have
been laid down and such internal financial controls are adequate and operated effectively;
and
(f) Proper systems have been devised to ensure compliance with
provisions of all applicable laws and such systems are adequate and operating effectively.
20. COST RECORDS:
Government of India has not prescribed maintenance of cost records
under sub-section (1) of Section 148 of the Act for any activities of the Company, thus
the Company is not required to maintain cost records.
21. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings
of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute
of Company Secretaries of India.
22. GENERAL:
Your directors state that no disclosure or reporting is required for
the following as there were no transactions of the types covered thereby, during the year;
a) Details relating to Deposits covered under Chapter V of the Act;
b) Issue of equity shares with differential rights as to dividend,
voting or otherwise;
c) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme;
d) No significant or material order was passed by the regulators or
courts or tribunals which may impact the Company’s going concern status and its
operations in the future;
e) Material changes affecting the financial position of the Company,
between end of the financial year and the date of this report;
f) No fraud is reported by auditors under Section 143(12) of the Act;
g) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and h)
There was no instance of one-time settlement with any Bank or Financial Institution.
There are no women employees with the Company. No complaints pertaining
to sexual harassment of women during the year were received.
23. ACKNOWLEDGEMENTS:
The Board sincerely thanks all stakeholders for their continued
support.
|
For and on behalf of the Board |
| Dated: 11th August, 2023 |
Nitin Mhatre |
Smita Achrekar |
|
Director (DIN: 08294405) |
Director (DIN: 09237586) |
+91-9892691696
