Winy Commercial & Fiscal Services Ltd Directors Report.

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