Wisec Global Ltd Directors Report.

DIRECTORS REPORT

Your Directors present the 25th Annual Report and the Audited Accounts for the year ended March 31,2018.

1. FINANCIAL RESULTS

Year ended 31st March, 2018 (Rs. 000) Year ended 31st March, 2017 (Rs. 000)
Net Sales 16 4343
Profit Before Interest, Exchange (Gain)/ Loss on Loans, Depreciation, Amortization and Impairment, (Gain)/ Loss on sale of Investment, and Provisions -(946) (11915)
Interest 0 0
Depreciation, Amortization and Impairment 91 58
(Gain)/ Loss on sale of Investment 0 0
Provision on Bad & Doubtful debts 0 0
Profit /(Loss) before Tax (1107) (11973)
Fringe Benefit Tax 0 o
Deferred tax 0 833
Profit/ (Loss) after Tax (1107) (12806)

2. DIVIDEND

In view of the carry forward losses, no dividend has been declared for the year.

3. OPERATIONS

The companies had lost its major client and business operations of the company have been affected adversely, hence revenue from current year is on the lower side as compared to the last year. ,

4. EXPORTS

There is no foreign earning and outgo during the year

5. R&D

Company is a non-manufacturing Company, Hence no R& D works being carried out in the company.

6. DETAILS OF SUBSIDIARY COMPANIES (FINANCIAL SUMMARY)

During the Period under review your company is not having any subsidiary.

7. CORPORATE GOVERNANCE

A Management Discussion and Analysis is annexed and form part of this report.

A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges forms part of this report.

8. EXTRACT OF ANNUAL RETURN . .

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A.

9. DIRECTORS

(a) Chairman Mr. Manoj Jain.

(b) Reappointment

Mr. Rakesh Rampal, Whole Time Director of the Company retires by rotation and being eligible offer herself for reappointment at the ensuing Annual General Meeting.

(c) Resignation and Cessation

There is no resignation or cessation of Directors during the financial year under scrutiny

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges.

10. KEY MANAGERIAL PERSONNELS

With the coming into effect of , the Companies Act, 2013 the acting Chief Executive Officer Shri. Rakesh Rampal, Whole Time Director and Shri. KVS Prakash, Director of the Company were re-designated as the Key Managerial Personnels of the company. Ms. Komal Kalra is the Company Secretary of the Company.

11. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and the performance of the Directors individually. This evaluation was done after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

14. DEPOSITS

During the year under review, the Company did not accept any deposits. The deposits aggregating Rs. 2.02 Lacs were over due on 31.03.2018, mostly comprising the depositors who are not covered, under CLB Directions / Order of Consumer and Other Courts. Legal claims made against the Company in terms of various directions by the Honourable Company Law Board (CLB), from time to time and the orders of Consumer Courts and other Courts have been complied. The claims of remaining depositors are also being gradually honoured as and when the demand is raised by the said depositors on the Company.

The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014

The Directors are making vigorous efforts including realization of old business assets and internal accruals to pay back the deposits and whosoever approaches the company is being immediately settled. The Directors proposes to take appropriate steps for repayment to the each deposit.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy that forms part of the HR Policy of the Company to deal with instances of fraud and mismanagement, if any.

16. REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors formulated the Remuneration Policy of your Company on the recommendations of the HR, Nomination and Remuneration Committee. The salient aspects of the Remuneration Policy, including appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

17. RELATED PARTY TRANSACTIONS

Company has not entered into any related party, transaction during the financial year under scrutiny. .

18. CORPORATE SOCIAL RESPONSIBILITY INITATIVES

Being a Company with losses or minimal profit, your company is not required to follow provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

19. RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a "Risk and Operations Management Committee."

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on the Business objectives and enhance the Companys competitive advantage.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors Report and the Management Discussion and Analysis, we present below a composite summary of performance of the various businesses and functions of the Company.

20. OPERATIONAL UPDATE

Company is not operating as on date however company is focusing to get some new contracts for IT enabled services.

21. OUTLOOK ON THREATS, RISK AND CONCERNS

The Company has an integrated approach to managing the risks inherent in various aspects of its business. As part of this approach, the Board of Directors is responsible for monitoring risk levels on various parameters, and the management council is responsible for ensuring implementation of mitigation measures, if required. The Audit Committee provides the overall direction on the risk management policies.

22. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Internal control environment of the Company is well established/ maintained and its effectiveness is assessed regularly. These measures are in the form of procedures/processes set by the management covering all critical and important areas.

The Company has a well-defined organisation structure, authority levels, internal rules and guidelines for conducting business transactions. The management review the actual performance of the business of the Company on regular basis.

The Audit Committee met four times during the year. It reviews the status of implementation of recommendations given by internal auditors and the results of self - assessment of internal controls. It also reviewed the quarterly results, secretarial and tax compliances.

23. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March,- 2018 and of the profits of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken 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) The annual accounts of the Company have been prepared on a going concern basis.

(v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.

(vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. AUDITORS Statutory Audit:

M/s. Riha Lekhi & Co, Chartered Accountant, is re-appointed appointed as auditors of the Company. The requisite certificate u/s 224(1B) of the Companies Act, 1956, has been received from them. Observations made in the Auditors Report are selfexplanatory and therefore do not call for any further explanation.

Secretarial Audit:

Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s Ujjwal Sharma & CO, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit is annexed herewith as "Annexure B."

25. DIRECTORS COMMENTS ON AUDITORS REMARKS

The Auditors remarks on the annual accounts are self-explanatory and do not require further comments from the Company

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS 0 COURTS

There are no significant and material orders passed by the Regulators/Courts that woulc impact the going concern status of the Company and its future operations.

27. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the nature of the business of the Company done during the year.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company.

29. STATUTORY STATEMENTS

As per the requirements of the Companies Act, 2013, the following information is given in separate statements annexed hereto, which form part of this report:

a. Extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014. Annexure A.

b. Secretarial Audit Report (Form MR 3). Annexure B

30. PREVENTION OF SEXUAL HARRASMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

31. STATUTORY INFORMATION

The information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors Report for the year ended March 31,2017 is given in a separate Annexure to this Report.

The above Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also

• available for inspection by members at the Registered Office of the Company 21 days before the Annual General Meeting and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees covered under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is neither a relative of any Director of the Company and holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

32. RESERVES

The Company is suffering losses hence did not transfer any amount to the General Reserves. ‘ ’

33. APPRECIATION

Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company.

On behalf of the Board

Sd/-

Rakesh Rampal

Whole Time Director

Place: New Delhi

Date: 30/05/2018