Western Ministil Ltd Directors Report.

Dear Shareholders,

The Directors of your Company are pleased to present the 45th Annual Report and the

Audited Accounts for the financial year ended on March 31, 2019.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended 31 March 2019 is summarised below:

( In Lacs)
Sr. No. Particulars 2018-19 2017-18
1 Revenue from operations - -
2 Other Income 0.55 0.15
3 Total 0.55 0.15
4 (Loss) Before Exceptional items, (14.84) (21.00)
Depreciation & Tax (PBDT)
5 Less: Depreciation - (0.03)
Less: Exceptional items - 28.09
6 (Loss)for the year before taxation (14.84) 7.06
7 Less: Provision for tax - 2.10
Excess provision for Tax - -
8 Loss for the year after tax (14.84) 4.96
9 Other Comprehensive Income - -
10 Total Comprehensive Income for the year (14.84) 4.96

2. SALIENT FEATURES OF COMPANYS WORKING DURING THE YEAR:

During the year under review, the Company did not undertake any activity / operation, which continues to remain at a standstill since 1995.

3. OUTLOOK:

The Company might restructure its operation into some other diversified activities at the appropriate time.

4. RESERVES:

No amounts have been proposed to be carried into the reserves during the financial year 2018-19.

5. EQUITY INFUSION OF FUNDS:

Your Company has not issued any equity shares during the year under review nor borrowed money by way of public deposits.

6. DIVIDEND:

Considering the years financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend.

7. CHANGE IN NATURE OF BUSINESS, IF ANY:

Your Company has not deviated its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

Your Company has no subsidiaries, associate and joint ventures, therefore, disclosing the names of the respective entities does not arise.

9. SHARE CAPITAL

There was no further issue of shares during the year 2018-19. The Capital structure of the Company is as follows:

Share Capital 31.03.2019 31.03.2018
(a) Authorised share Capital 1,00,00,000 Equity Shares of 10/- each 10,00,00,000 100,000,000
(b) Issued, Subscribed and fully paid up share capital 21,57,186 fully paid Equity Shares of 10/- each 2,15,71,860 2,15,71,860
2,15,71,860 2,15,71,860

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

10. DEPOSITS

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013.

11. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis.

12. SEGMENT REPORTING:

The Company had only one segment while in operation. However, after closure in 1995 no activity has been carried out.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUT GO:

No information with regard to conservation of energy and technology absorption is required to be furnished as the plant has remained closed since 1995.

Further, there were no foreign exchange earnings and outgo during the year under review.

14. MANAGEMENT:

Despite the activities and operations being at a standstill, the Company has evolved strategy to identify unsatisfactory risks on account of credit, liquidity, reputation etc. and the board has assumed overall responsibility for its implementation.

15. ENVIRONMENT AND SAFETY:

Since the Company has not been engaged in any activity after the closure of the plant in 1995, environment and safety measures are not required to be followed for the time being

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) a) Independent Directors :

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down under

Section 149(6) of the Companies Act, 2013.

During the year under review, the Independent Directors met on 29th January, 2019 in order to evaluate the:-

The performance of Non-Independent Directors and Board of Directors, as a whole

The performance of Chairman of the Company taking into account the views of all the Directors on Board.

The quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the annual meeting. b) Retirement by rotation :

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Prithviraj S. Parikh, Director (DIN: 00106727), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘SEBI Listing Regulations) and Secretarial Standard – 2 on

General Meetings, brief profile of the Director to be re-appointed is included in the Notice which forms part of the Annual Report. There was no change in the composition of Board structure of the Company during the year under review.

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board:-

Mr. Ajit K. Honyalkar : Chief Financial Officer

Mr. Gyaneshwar K. Singh : Company Secretary

17. BOARD MEETINGS

The Board meets at regular intervals as and when required to discuss the business polices and strategies apart from other routine business.

During the financial year 2018-19, the Board met 4 (Four) times i.e. on 28th May, 2018, 14th August, 2018, 14th November, 2018 and 29th January, 2019.

The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the Annual General

Meeting held during the financial year 2018-19 is as under:

Name of the Category Number of Meetings Last Annual General Meeting attended
Director Held Attended
Mr. Prithviraj S. Chairman & Non- 4 2 Yes
Parikh Executive Director
Mr. Rajendra R. Non- Executive Director 4 2 No
Chaturvedi
Mr. P.K.R.K. Menon Independent Director 4 4 Yes
Ms. Sharmila S. Independent Director 4 4 Yes
Chitale
Mr. Hitesh V. Raja Independent Director 4 4 Yes

18. COMMITTEES OF THE BOARD: a) AUDIT COMMITTEE :

Constitution of the Audit Committee:

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Companies act, 2013 read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013. All the members of the

Audit Committee financiallyliterate and have experience in financial are management.

The Board has accepted all the recommendations of the Audit Committee during the year 2018-19

Meeting and Attendance:

The Committee met 4 (Four) times during the financial year 2018-19 i.e. on

28th May, 2018, 14th August, 2018, 14th November, 2018 and 29th January, 2019. The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year. The composition of the Audit Committee and the details of meetings attended by members of the committee are given below:

Name of the Director Category Number of Meetings
Held Attended
Mr. Hitesh V. Raja Independent Director 4 4
- Chairperson
Mr. Prithviraj S. Parikh Non-Executive Director 4 2
- Member
Mr. P. K. R. K. Menon Independent Director 4 4
- Member

Mr. Hitesh V. Raja, Chairman present at the last Annual General Meeting to answer the queries of the shareholders. b) NOMINATION AND REMUNERATION COMMITTEE: Constitution of the Stakeholders Relationship Committee:

The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Companies Act, 2013 read with rules framed thereunder.

The Committee comprises of three Non-Executive Directors out of which two are Independent Directors as on March 31, 2019 and the Chairman of the Committee is an Independent Director.

The Committee met 2 (Two) times during the financial year 2018-19 i.e. on

24th April, 2018 and 29th January, 2019.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by members of the committee are given below:

Name of the Director Category Number of Meetings
Held Attended
Mr. P. K. R. K. Menon Independent Director 2 2
- Chairman
Mr. Prithviraj S. Parikh Non-Executive Director 2 1
- Member
Mr. Sharmila S. Chitale Independent Director 2 2
- Member

Mr. P. K. R. K. Menon, Chairman of the Committee was present at the last Annual General Meeting to answer the queries of the shareholders. c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Constitution of the Stakeholders Relationship Committee:

The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Companies Act, 2013 read with rules framed thereunder.

The Committee comprises of three Non-Executive Directors out of which two are Independent Directors as on March 31, 2019 and the Chairman of the Committee is an Independent DirectorThe Committee met 4 (Four) times during the financial year 2018-19 on 28th May, 2018, 14th August, 2018, 14th November, 2018 and 29th January, 2019. The composition of the Committee and the attendance of the members of the Stakeholders Relationship Committee during the financial year 2017-18 are as given below:

Name of the Director Category Number of Meetings
Held Attended
Ms. Sharmila S. Chitale Independent Director 4 4
- Chairperson
Mr. P.K.R.K. Menon Independent Director 4 4
- Member
Mr. Prithviraj S. Parikh Non- Executive Director 4 2
– Member

The Company has obtainedhalf-yearlycertificatefrom a Company Secretary in Practice confirming the issue of certificates for transfer, sub-division, consolidation etc. and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of the Listing Regulations. Further, the Compliance under Regulation 7(3) of the SEBI Listing Regulations, confirming Certificate that all activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent is also submitted to the Stock Exchanges on a half yearly basis.

Ms. Sharmila S. Chitale, Chairperson of the Committee was present at the last Annual General Meeting to answer the queries of the Shareholders.

19. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the company as the paid up equity capital does not exceed 10 crores and net worth does not exceed 25 crores as on the last day of the previous financial year.

20. REMUNERATION POLICY

The Company has not paid any remuneration to the Directors nor intend doing so in the near future except sitting fee to Independent Directors, as the activities / operation are at standstill and no income is earned. It has no employees except C.F.O. who was appointed on 10-11-2015 and therefore no remuneration policy has been laid down as of now.

21. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

The Company has availed loan from Shri. Prithviraj S. Parikh, Director of the Company, during the year under review:

(Amount in )
Name Opening Balance beginning of the year Amount Borrowed Amount Repaid Closing Balance at the end of the year
Mr. Prithviraj. S. 1,72,500 15,75,000 - 17,47,500
Parikh

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any Loans or provided Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013, during the year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

There are no materiallysignificantrelated party transactions made by the

Company during the year under consideration with the Promoters, Directors or

Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under

Accounting Standard - 18 are reported in the Notes to the financial statements.

The particulars as required under the Companies Act, 2013 are furnished in Form AOC - 2 which is annexed as "Annexure - I" to this report.

23. PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES :

The Company has no employees except C.F.O and therefore no information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished.

Directors were also not paid remuneration or sitting fees during period under review

24. CODE OF CONDUCT

The Board has prescribed Code of Conduct ("Code") for all Board Members and Senior Management of the Company. All Board Members and Senior Management personnel have confirmed compliance with the Code for the year 2018-19. A declaration to this effect as required under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the

Annual Report for the financial year 2018-19.

25. VIGIL MECHANISM / WHISTLEBLOWER POLICY:

The Company has adopted a policy to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing at the instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization.

The Policy has been uploaded in the website www.wetsernministil.com

26. PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has, during the year, rolled out a policy for prevention of Sexual Harassment of women in the organization, although it has no woman employed in the origination during the period under review.

27. OTHER MATERIAL ORDERS a) Companys Appeal in O.A. No: 2838 of 2000 against order dtd. 15-07-2005 passed by D.R.T. II, Mumbai in the matter of B.C.C.I (Overseas) Ltd. gone in liquidation and managed by S.B.I. Commercial & International Ltd. & 2 Ors. has since been closed by D.R.A.T. Mumbai vide order dtd. 06-02-2019 in view of the entire decretal amount having been realized by the Respondents. b) The money suit No : 3188 of 1994 filed by M/s Vigro Steel against the Company reinstated thrice earlier has since been dismissed for non – prosecution as per order passed by Hon. High court at Bombay on 10-04-2019 as the plaintiff has unable to lead any evidence in the absence of documents.

However, the Companies cross suit No. 4433 of 1994 filed against M/s Vigro

Steel is pending for hearing and disposal.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The company may not be able to undertake any project until the pending Legal matters are resolved / settled.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as "Annexure-II" and forms part of this report.

30. SECRETARIAL AND STATUTORY AUDITOR OBSERVATION

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri P. S. Ramnath of Company Secretary, (CP: 4159 ; F.C.S. 819), have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2018-19, the Secretarial Audit Report is annexed herewith as "Annexure- III" and forms part of this report.

The Secretarial Audit Report does not contain any adverse remarks, qualifications or observations, except with regard to provision of section 203 of the act, which has since been complied with.

31. STATUTORY AUDITORS:

M/s. D. B. Shah & Associates, Chartered Accountants, (Firm Reg. No.:109530W) were appointed as Auditors of the Company, for a term of 5 year consecutive years, at the Adjourned Annual General Meeting held on 29th September 2018.

Disclosure under Section 143 (12) of Companies Act, 2013:-

The Statutory Auditors of the Company have not reported any fraud or irregularities, as specified under the Second provision of Section 143 (12) of the Act (including any Statutory modification(s) or re-enactment(s) for the time being in force), read with Rule 13 of the Companies (Audit and Auditors) Rules,

2014, during financial year under review.

Statutory Auditors Report:-

There are no adverse remarks, observations or disclaimer remarks by the

Statutory Auditors in their report for the financial year ended 31st March, 2019, except their qualified opinion with regard to non -provision of interest changes due to financial difficulties and resultant uncertainty to continue as a going concern.

The managements response to the Auditors remark is appearing in the statement on impact of Audit Qualifications appended elsewhere to the Annual Report.

(Page Nos. 53 & 54)

32. COMPLIANCE OF SECRETARIAL STANDARDS:-

The Board of Directors hereby confirms that all the applicable Secretarial

Standards have been complied with during the year under review.

33. COST AUDIT:

The Company is not required to maintain cost record as prescribed by the Central Government under the provision of Section 148 of the Companies Act, 2013 in view of the closure of the plant in 1995 and cessation of manufacturing activities. No activities or services have been undertaken by the Company since then.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place internal control systems and procedures commensurate with the size and nature of its operations. Internal control processes which consist of adopting appropriate management systems and implementing them are followed. The Board has laid down the principles of policy being followed for Internal Financial Control (I.F.C.) in accordance with Sec: 177(4)(vii) of the Companies Act, 2013. These are aimed at giving the Audit Committee a reasonable assurance on the reliability of financial reporting and statutory & regulatory compliances, effectiveness and efficiency of your Companys operations and are reviewed periodically and revised to keep in tune with the changing business environment.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management and after due enquiry, hereby confirm that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; II. They had in consultation with Statutory Auditors, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of loss of Company for the year ended on that date;

III. They have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV. They have prepared the annual accounts on a "going concern" basis;

V. They have laid down internal financial controls, which are adequate and operating effectively; VI. They have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As the Company does not fall under any of the threshold limits as set out U/S 135 of the Companies Act, 2013 , the provisions with respect to CSR are not applicable for compliance.

37. LISTING

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The annual listing fee has been paid to the stock exchange before the due date.

38. CAUTIONARY STATEMENT

Statements in these reports describing companys projections statements, expectations and hopes are forward looking. Though, these expectations etc, are based on reasonable assumption, the actual results might differ.

39. ACKNOWLEDGEMENT:

Your Directors acknowledge with thanks the co-operation and understanding displayed by the shareholders & others and continue to look forward to the same.

On behalf of the Board of Directors
Sd/- Sd/-
P. S. Parikh Sharmila S. Chitale
Place : Mumbai Director Director
Date : 30th May, 2019 DIN : 00106727 DIN : 07146530