Dear Shareholders,
Your Directors have the pleasure in presenting before you the 30th Annual
Report together with Audited Statement of Accounts of Winy Commercial & Fiscal
Services Limited ("the Company") for the year ended 31st March,
2019.
FINANCIAL PERFORMANCE
(Amoun in Rupees)
| Financial Statements |
Standalone |
|
31/03/2019 |
31/03/2018 |
| Total Income |
2648403 |
2867223 |
| Profit/(loss) before Depreciation & Taxation |
(15101994) |
135427 |
| Depreciation |
10538 |
10389 |
| Profit before taxation |
(15112532) |
125038 |
| Provision for Income Tax |
— |
33070 |
| Provision for Deferred Tax |
(209) |
(972) |
| Net Profit/(Loss) After Tax |
(15112323) |
92940 |
| Add: Contingent Provision against Standard Assets. |
19758 |
152 |
| Earlier year Excess Provisions |
36 |
— |
| Profit/(Loss) brought forward from previous year |
605009 |
530507 |
| Profit available for appropriation |
(14487520) |
623599 |
| Less: transferred to special reserve. |
— |
(18590) |
| Profit/(Loss) carried to Balance Sheet |
(14487520) |
605009 |
Reserve & Surplus
The Balance of Reserve & Surplus, as at 31st 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 and
Investments in shares and securities. Company sold some of its Investments and incurred
losses, however these were in the long-term interest only. It is expected that Financial
Markets will have difficult times ahead and yields from Financial Activities will be lower
and more Risky.
Dividend
In view of losses, the Directors are not recommending any dividend during the financial
year ended 31st 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 the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
Internal Control System
The Company has in place adequate internal control systems and procedures commensurate
with the size and nature of the business. These systems and procedures provide reasonable
assurance of maintenance of proper accounting records, reliability of financial
information, 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 convertible
Instruments.
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act) and rule 12(1) of
the Companies (Management and Administration) Rules, 2014, extract of annual return is
Annexed as Annexure 1.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your
Directors confirm that :
(a) In the preparation of the annual accounts for the financial year ended 31st March,
2019, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) The directors had selected such 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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of 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 been
given in the Corporate Governance Report.
Corporate Governance Report
Your Company recognizes the importance of good Corporate Governance in building
shareholders confidence, improving investor protection and enhancing Long-term enterprise
value. A report on Corporate Governance is annexed.
SEBI (LODR) Regulations, 2015
All the regulations and provisions of SEBI (Listing Obligations and Disclosure
Requirements) 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, 2015,for 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 Auditors
will expire upon the conclusion of the 30th AGM of the Company. The Board of
Directors 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 appointed,
it would be in accordance with the provisions of the Section 141 or other applicable
provisions of the Companies act, 2013, Accordingly a resolution proposing appointment of
M/s M. L. Choudhry & Co., Chartered Accountants, as the Statutory Auditors of the
Company pursuant to Section 139 of the Companies Act, 2013 forms part of the 30th AGM for
approval of members.
The Report given by the Auditors on the financial statement of the Company is part of
this Report and are self-explanatory. There has been no qualification, reservation,
adverse 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 and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mis. Anjali
Mishra (ACS No.:52144), a Practicing Company Secretary (COP No: 19195) as Secretarial
Auditors of the Company. The Secretarial report of the Secretarial Auditors is enclosed as
Annexure 2 to this report. The report is self-explanatory and do not call 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)
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 the
Financial 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 formulated
to provide opportunity to all the employees to access in good faith, to the Audit
Committee of the Company, in case they observe any unethical and improper practice or
behavior or wrongful conduct in the Company and to prohibit managerial personnel from
taking adverse personnel action against such employee.
Declaration by Independent Directors
The Independent Directors have submitted their declaration of independence, as per the
Companies Act, 2013 to the Board.
Formal Annual Evaluation
The Board has adopted a policy for evaluation of itself along with all its committees
and all the directors individually. Based on such policy, the Board in its first Board
Meeting held after the financial year 2017-18, performed an evaluation of its own working
of all its committees and personal evaluation of Directors.
Corporate Social Responsibility
The provisions of Companies Act, 2013regarding Corporate Social Responsibility are not
applicable to the Company.
Risk Management Policy
Pursuant to section 134(3)(n) of the Companies Act, 2013, the Company has adopted a
Risk Management policy. The Board identifies some risks that may affect the business of
your Company and segregate them in various categories. Based upon such categories Board
has directed the management to adopt and follow certain preventive steps. Board reviews
the Risks periodically.
Directors and Key Managerial Personnel
Mr. Sunil Shah (DIN No. 01562716) Director retire by rotation at the forthcoming Annual
General 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 the
Companies 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 and
Protection Fund (IEPF).
Particulars of Employees (Managerial Remuneration)
The information required pursuant to sec-197 read with Rule 5 of The Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014—The ratio of
remuneration of median employee to that of the Managing Director and Company Secretary are
1:1 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 of
energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are
not applicable.
Statutory & Legal Matters
A letter was received by the Company from BSE during 2017-18, regarding issue related
to Shell Companies and appointment of Forensic Auditor therein. The Company has duly
replied to all the queries issued by the BSE. Further the Company has filed Suit against
appointment of Forensic Auditor and the same is subjudice.
Acknowledgement
Your Directors would like to express their sincere appreciation of the co-operation
assistance received from everyone related to the Company during the year under review.
|
For and on behalf of the Board |
|
WINY COMMERCIAL & FISCAL SERVICES LIMITED |
|
Sd/- |
|
Amit Kumar Bajoria |
|
(Managing Director) |
|
(DIN: 00060567) |
| Date : 30-05-2019 |
|
| Place : Kolkata |
|
+91-9892691696
