To, The Members Wisec Global Limited
Your directors have pleasure in presenting the 34th Directors Report of your Company together with the Audited Statement of Accounts and the Report of Auditors of your company for the financial year ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS:
a) FINANCIAL RESULTS:
(Amount in Thousands)
Particulars | Current Year | Previous Year |
(2024-25) | (2023-24) | |
Total Income | - | - |
Total Expenses | 2569 | 28591 |
Profit (Loss) before tax | (2569) | (28591) |
Current Tax | - | - |
Earlier years tax | - | - |
Deferred Tax | - | - |
Profit/(Loss) after Tax | (2569) | (28591) |
Net Profit Transferred | - | - |
to Reserves | ||
Earnings per share | ||
Basic | -0.22 | -2.45 |
Diluted | -0.22 | -2.45 |
b) Highlights of the Companys Performance for the year ended 31st March, 2025 are as under:
During the year under review, the Company has not recorded any revenue and therefore the Company suffered a Total Loss of Rs. 25,69,000 as compared to Total Loss of Rs. 2,85,91,000 in the previous year.
c) Share Capital:
1. Authorized Share Capital:
The Authorized Share Capital as on 31st March,2025 stood at Rs. 50,00,00,000/-(Rupees Fifty Crore only) divided into 50000000 (Five Crore) Equity Shares of Rs. 10/-(Rupees Ten Only) each. During the year under review there was no change reported in the authorized share capital of the company.
2. Paid Up Share Capital:
The company is having only 1 (One) class of share i: e, Equity Share and the paid-up capital as on 31st March, 2025 stood at Rs. 11,65,01,000/- (Rupees Eleven Crore Sixty-Five Lakh One Thousand only) divided into 11650100 (One Crore Sixteen Lakh Fifty Thousand One Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each. During the year under review there was no change reported in the paid-up share capital of the company.
d) Transfer to Reserves in Terms of Section134(3)(J) of The Companies Act, 2013:
The Company is suffering losses. Hence, did not transfer any amount to the General Reserve Account for the year ended 31st March, 2025.
e) Dividend:
In light of the financial performance of the Company during the Financial Year 2024-25 and the resultant losses, the Board of Directors has decided not to declare any dividend for the year.
f) Transfer of Unclaimed Dividend to Investor Education And Protection Fund
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply
g) Sums Due to Micro, Small and Medium Enterprises
No amount for payment towards principal and interest was pending towards Micro, Small & Medium Enterprises as on 31st March, 2025.
h) Material Changes and Commitments, if any, 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:
1. The board considered and approved filing of application, Base Resolution Plan and other declarations for initiating Pre-Packaged Insolvency Resolution Process with National Company Law Tribunal.
Other than those mentioned above, there were no material changes and commitments that have occurred during the end of the financial year of the company to which the financial statements relate and the date of the report.
2. PUBLIC DEPOSITS:
During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
I. Changes in Directors as on the date of this report:
Tenure of Ms. Bhawna Sharma (DIN: 06902724) has expired on 25th May, 2024, due to which she ceased to be an Independent director of the Company w.e.f. 25th May, 2024.
On recommendation of Nomination and Remuneration Committee, Ms. Aliya (DIN: 10461493) was appointed as Additional Director in the category of Non- Executive Independent Director of the Company w.e.f. 30th March, 2024.
Further, she was regularised as Non-Executive Independent Director of the Company in the Annual General Meeting of the Company held on 6th September, 2024.
On recommendation of Nomination and Remuneration Committee, Mr. Mithlesh Gupta (DIN: 10665124) was appointed as Additional Director in the category of Non- Executive Independent Director of the Company w.e.f. 12th June, 2024.
Further, he was regularised as Non-Executive Independent Director of the Company in the Annual General Meeting of the Company held on 6th September, 2024.
On recommendation of Nomination and Remuneration Committee, Ms. Afrin (10689215) was appointed as Additional Director in the category of Non-Executive Non-Independent Director w.e.f. 29th June, 2024
Further, she was regularised as Non-Executive Non-Independent Director of the Company in the Annual General Meeting of the Company held on 6th September, 2024.
After the closure of the Financial Year 2024-25, On recommendation received from Nomination and Remuneration Committee, the Board re-appointed Mr. Rakesh Rampal (DIN: 01537696) as Whole Time Director (Executive) of the company for a period of 3 years effective from 31* July, 2025 up to 30th July, 2028 (both days inclusive) subject to the approval of members in the ensuing general meeting of the Company.
II. Changes in Key Managerial Personnel as on the date of this report:
Mr. Devendra Kumar Singh resigned from the office of Manager of the Company w.e.f. 29th June 2024. Due to his preoccupations, he was unable to devote time for the affairs of the Company. Further, in his resignation he has stated that there is no other material reason other than those mentioned above.
Mr. Anuj Dixit resigned from the position of Chief Financial officer w.e.f. 18th October 2024.
On recommendation of Nomination and Remuneration Committee, Mr. Devender Singh was appointed as Chief Financial Officer of the Company w.e.f. 7th January, 2025. However, after the closure of the Financial Year 2024-25 he resigned from the position of Chief Financial Officer of the Company w.e.f. 8th May 2025. Due to his preoccupations, he was unable to devote time for the affairs of the Company. Further, in his resignation he has stated that there is no other material reason other than those mentioned above.
(b) Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Afrin (DIN: 10689215), retires by rotation at the ensuing 34th Annual General Meeting ("AGM") of the Company and, being eligible, offers herself for re-appointment. The Board has recommended her re-appointment.
(c) Code of conduct of Board of Directors and Senior Management:
The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. Further, the Board of Directors and Senior Management Personnel have fully complied with the provisions of the Code of Conduct of Board of Directors and Senior Management of the Company during the Financial Year ended 31st March, 2025.
(d) Declaration of Independence by the Independent Directors:
A declaration has been received by the Independent Directors of your Company confirming that they meet the criteria of Independence as prescribed under Section149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
Framework for Familiarization Programme for the Independent Directors and the Familiarization Programmes imparted to independent directors are made available on the website of the Company at weblink https://wisecglobal.com/stakeholders-information/ .
(e) Key Managerial Personnel of the Company:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on the date of this report is Mr. Rakesh Rampal (DIN: 01537696), Whole Time Director of the Company.
(f) Attributes, qualifications and appointment of Directors:
The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.
All the Non-Executive Directors of the Company fulfill the fit and proper criteria for appointment as Directors.Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.
(g) Remuneration Policy:
The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure-I to this Report.
(h) Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134(3)(p) of the Companies Act, 2013. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.
In a separate meeting of independent directors, performance of Non-Independent Directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive director and non-executive non-independent directors.
4. NUMBER OF BOARD MEETINGS:
Nine (9) Meetings of the Board were held during the financial year 2024-25. Details of the same are available in the Corporate Governance Report section of the Annual Report.
5. BOARD COMMITTEES AND MEETINGS Audit Committee:
Your Company has constituted Audit Committee, as per the applicable provisions of Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Audit committee meeting held 4 (Four) meetings during the year 2024-25. The details of the meeting of the Audit Committee as on 31st March, 2025 are mentioned in the Corporate Governance Report.
Nomination and Remuneration Committee:
Your Company has constituted Nomination and Remuneration Committee, as per the applicable provisions of Section 178(3) of the Companies Act, 2013 and also to comply with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Nomination and Remuneration Committee meeting held 5 (Five) meetings during the year 2024-25. The details of the meeting of the Nomination and Remuneration Committee as on 31st March, 2025 are mentioned in the Corporate Governance Report.
Stakeholders Relationship Committee:
Your Company has constituted Stakeholders Relationship Committee, as per the applicable provisions of Section 178(5) of the Companies Act, 2013 and also to comply with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Stakeholders Relationship Committee meeting held 4 (Four) meetings during the year 2024-25. The details of the meeting of the Stakeholders Relationship Committee as on 31st March, 2025 are mentioned in the Corporate Governance Report.
Presently, the Company has three Board Committees with the following members:
Mrs. Bhawna Sharma, Chairperson* | |
Audit Committee | Mr. Mithlesh Gupta, Chairperson** |
Mr. Rakesh Rampal, Member | |
Ms. Aliya, Member |
*Tenure of Mrs. Bhawna Sharma expired on 25th May, 2024, and subsequently she ceased to be the Independent Director of the Company and chairperson of the audit committee w.e.f. 25thMay, 2024.
**Mr. Mithlesh Gupta was designated as Chairperson by the board in its board meeting held on 12th June, 2024
Mrs. Bhawna Sharma, Chairperson* | |
Nomination and Remuneration | Ms. Aliya, Chairperson** |
Committee | Mr. Mithlesh Gupta, Member*** |
Ms. Afrin, Member**** | |
Mr. Rakesh Rampal, Member***** |
*Tenure of Mrs. Bhawna Sharma expired on 25th May, 2024, and subsequently she ceased to be the Independent Director of the Company and chairperson of the nomination and remuneration committee w.e.f. 25th May, 2024.
**Ms. Aliya has been designated as Chairperson through election process.
***Mr. Mithlesh Gupta was designated as member of the committee in the board meeting held on 12th June, 2024
****Ms. Afrin was designated as member of the committee in the board meeting held on 29th June, 2024
*****Mr. Rakesh Rampal ceased to be the member of the committee w.e.f. 29th June,2024
Mrs. Bhawna Sharma, Chairperson* | |
Stakeholders Relationship Committee | Mr. Rakesh Rampal, Member** |
Ms. Afrin, Chairperson*** | |
Mr. Mithlesh Gupta, Member**** | |
Ms. Aliya, Member |
*Tenure of Mrs. Bhawna Sharma has expired on 25th May, 2024, and subsequently she ceased as IndependentDirector of the Company and member of stakeholders relationship committee w.e.f. 25th May, 2024. **Mr. Rakesh Rampal ceased to be the member of the committee w.e.f. 12th June, 2024. ***Ms. Afrin has been designated as Chairperson of the committee in the board meeting held on 29th June, 2024. ****Mr. Mithlesh Gupta was designated as member of the committee w.e.f. 12th June, 2024
Details of the Committee Meetings are available in the Corporate Governance Report section of the Annual Report.
Details of Investors grievances/ Complaints:
During the year under review, the Company did not receive any investor complaints. There were no pending grievances as on 31st March 2025. The Company remains fully compliant with SEBIs
SCORES platform and promptly addresses all shareholder queries.
6. DIRECTORSRESPONSIBILITY STATEMENT:
As required under Section134(5) of the Act, your Board of Directors to the best of their knowledge and ability confirm that: - i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudents 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 of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
7. CHANGE IN NATURE OF BUSINESS:
The board of directors at their meeting held on 07th August, 2024 considered and approved the alteration in Clause III(A) relating to main object of the company by the way of inserting three new sub-clauses after the sub-clause 3.
The approval of the shareholders regarding the above alteration was obtained in the Annual General Meeting of the Company held on Friday, 06th September, 2024.
The board of directors at their meeting held on 21st February, 2025 considered and approved the alteration in Clause III(A) relating to main object of the.
The approval of the shareholders regarding the above alteration was obtained in the Extra Ordinary General Meeting of the Company held on Friday, 21st March, 2025.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
As on 31st March, 2025, your Company does not have any Subsidiary, Associate and Joint Venture Company.
9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Company provides a gender friendly workplace. During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Prevention of Sexual Harassment Policy
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review the Committee/Management has not received any complaint related to Sexual Harassment.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.
During the year under review, there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review. The following is a summary of complaints received and resolved during the reporting period:
Received | Disposed off | Pending |
NIL | NIL | NIL |
Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
The Ratio of the remuneration of each director and key managerial personnel to the median remuneration of the employees of the Company for the financial year 2024-25:
Name | Designation | Ratio |
1 Mr. Rakesh Rampal | Whole Time Director | NA |
2 Mr. Mithlesh Gupta** | Independent Director | NA |
3 Ms. Afrin*** | Director | NA |
4 Ms. Aliya | Independent Director | NA |
5 Ms. Bhawna Sharma* | Independent Director | NA |
6 Mr. Devendra Kumar Singh**** | Manager | NA |
7 Mr. Anuj Dixit***** | Chief Financial Officer (CFO) | NA |
8 Mr. Devender Singh****** | Chief Financial Officer (CFO) | 1:1 |
*Ms. Bhawna Sharma (DIN: 06902724) ceased to be the Independent Director of the Company w.e.f. 25th May, 2024 due to completion of tenure.
**Mr. Mithlesh Gupta (DIN: 10665124) was appointed as Additional Director in the category of Non-Executive Independent Director of the Company w.e.f. 12th June 2024
***Ms. Afrin (DIN: 10689215) was appointed as Additional Director in the category of Non-Executive Non-Independent Director of the Company w.e.f. 29th June 2024
****Mr. Devendra Kumar Singh resigned from the post of Manager of the Company w.e.f. 29th June 2024.
*****Mr. Anuj Dixit resigned from the post of Chief Financial Officer of the Company w.e.f. 18th October 2024
******Mr. Devender Singh was appointed as Chief Financial Officer of the Company w.e.f. 7th January 2025
After the closure of financial year, Mr. Devender Singh resigned from the post of Chief Financial Officer of the Company w.e.f. 8th May 2025
Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2024-25:
Name | Designation | % increase |
1 Mr. Rakesh Rampal | Whole Time Director | NIL |
2 Mr. Mithlesh Gupta | Independent Director | NIL |
3 Ms. Afrin | Director | NIL |
4 Ms. Aliya | Independent Director | NIL |
5 Ms. Bhawna Sharma | Independent Director | NIL |
6 Mr. Devendra Kumar Singh | Manager | NIL |
7 Mr. Anuj Dixit | Chief Financial Officer (CFO) | NIL |
8 Mr. Devender Singh | Chief Financial Officer (CFO) | NIL |
Percentage increase in Median remuneration of employees in financial year 2024-25: There was no increase in the remuneration paid/payable to the employees (including Directors) of the company as the company during FY 2024-25
Number of permanent employees on rolls of the Company as on 31st March, 2025:
2 (Two)
Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof: NIL
Average remuneration increase for Non-Managerial Personnel of the Company during the financial year was NIL.
The Company affirms that the remuneration is as per the Remuneration Policy of the Company.
10. LISTING INFORMATION
The Paid-up shares of the Company as on 31st March, 2025 was 11650100 out of which 7600100 Equity Shares of the Company are listed on BSE Limited ("BSE"). The trading into the equity shares of the Company has been suspended due to Penal reasons.
11. DEMATERIALIZATION OF SHARES:
The securities of the Company are admitted with NSDL are 3093367, CDSL 1673787, Physical 6032946 and out of which 850000 equity shares are not registered with Depository, the ISIN allotted to the Company is INE638C01015.
12. REPORT ON CORPORATE GOVERNANCE:
The report on corporate governance as stipulatedin Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as
Annexure-III to the Boards Report.
The Certificate issued by M/s Devender Singh and Associates, Company Secretary (ies) in practice as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-III(d) to the Boards Report.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the Financial Year 2024-25, the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.
14. RISK MANAGEMENT:
The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/officers responsible for the day- to-day conduct of the affairs of the Company, which lead to identification of areas where risk management processes, need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.
15. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:
The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and internal auditors. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of investments under Section 186 of the Act have been disclosed in the Financial Statements and forms part of the Notes to the Standalone Financial Statements provided in this Annual Report. Further, the company has not provided any loan or guarantee under the ambit of Section 186 of Companies Act, 2013.
17. RELATED PARTY TRANSACTIONS:
Our Company has not entered into any related party transaction during the financial year under review, hence AOC-2 is not required to be attached to the Boards Report for the financial year 2024-25.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at web link https://wisecglobal.com/stakeholders-information/.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT / TRIBUNALS:
During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
19. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys website at https://wisecglobal.com/
20. STATUTORY AUDITORS AND AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s MKRJ & Co., Chartered Accountants (FRN-030311N), Chartered Accountants were appointed as Statutory Auditor of the Company for a period of 5 years in accordance with Section 139 of Companies Act, 2013 from the conclusion of 30th Annual General Meeting to hold the office till the conclusion of the Annual General Meeting of the Company to be held in year 2028 at such remuneration plus applicable taxes, as may be mutually agreed between the said Auditors and Board of Directors of the Company.
The auditor has not reported any qualification/observation in his audit report.
21. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK:
The Audit Report issued by M/s MKRJ & Co., Statutory Auditors of the Company is self-explanatory and do not call for any further clarification or comment by the Board.
22. COST RECORDS:
The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost and Audit) Rules, 2014.
23. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shailendra Roy and Associates (M.NO: A25823; CoP: 11738), Practicing Company Secretary (ies) to undertake the Secretarial Audit of the Company, for the Financial Year 2024-25. The Secretarial Audit Report issued by Mr. Shailendra Kumar Roy, Practicing Company Secretary, in MR-3 is provided under Annexure-IV to this Report.
As per the Secretarial Audit Report, the following deviations have been reported:
Deviation | Management Response |
1. Company did not appoint the Company Secretary as the Compliance Officer of the Company during the financial year 2024-25 | The Company could not find out the suitable candidate within its budget as the Company had been suffering from shortage of funds due to heavy losses and nil revenues |
2. The shareholding of the promoters are not held in demat form as required under regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) | The management informed the promoter regarding the same, however no response received from promoter |
Further after the reporting period, the Board recommended to the members of the company to appoint M/s Shailendra Roy & Associates (M.NO: 25823), Practicing Company Secretary as Secretarial Auditor of the Company for a period of 5 consecutive years commencing from 1st April, 2025 in accordance with Regulation 24A read with the recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
24. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013:
The Statutory Auditor of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (SEBI Listing Regulations), is presented in a separate section forming a part of the Annual Report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
CONSERVATIONOFENERGY:
Steps taken on conservation of energy and impact thereof: The company is implementing its internal policy for conservation of energy.
Steps taken by the Company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment: NIL TECHNOLOGY ABSORPTION:
(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution: NIL
(II) No technology was/is imported during the last 3 years reckoned from the beginning of the Financial Year,
(III) Expenditure incurred on research and development NIL
27. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outflow during the Financial Year 2024-25.
28. ESTABLISHMENT OF VIGIL MECHANISM:
The Company is committed to highest standards of ethical, moral and legal business conduct. It ensures that it provides a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section177(10) of the Companies Act, 2013 and Regulation 22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistleblower activities. The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.
The details of the Policy on Vigil Mechanism and Whistle Blower Policy, as approved by the Board have been stated in the Report on Corporate Governance available on the website of the Company at weblink https://wisecglobal.com/stakeholders-information/.
29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS:
The Company in its Board Meeting held on 6th May, 2025 and 22nd May 2025 had approved filing of application, base resolution plan and other declarations for initiating Pre- Packaged Insolvency Resolution Process with National Company Law Tribunal
Approval of members for initiation of Pre-Package Insolvency Resolution Process (PPIRP) with National Company Law Tribunal was taken in the Extra-Ordinary General Meeting of the Company held on 21st March 2025.
30. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. As on 31st March, 2025, the Board of Directors and the designated employees have confirmed compliance with the code. Further, the Company has set up its in-house SDD Interface for entering the Unpublished Price Sensitive Information as and when discussed among the Designated persons.
31. FINANCIAL YEAR:
The Company follows the financial year commence from 1st April and ends on 31stMarch of subsequent year.
32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:
There are no such events occurred during the period from 1stApril, 2024 to 31st March, 2025, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.
33. AN EXPLANATION FOR THE VARIATION
(a) in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable:
NOT APPLICABLE
(b) indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds:
NOT APPLICABLE
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
35. PREVENTION OF SEXUAL HARRASMENT
The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. However, the company is not required to constitute Internal Complaints Committee (ICC) pursuant to Prevention, Prohibition, and Redressal of Sexual Harrasment of Women at Workplace Act 2013 (POSH) as the same is not applicable to the company.
36. MATERNITY BENEFIT AFFIRMATIONS UNDER THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of Maternity Benefits Act, 1961 including all applicable amendments and rules framed thereunder. The company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefits Act, 1961 including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
37. GENDER WISE COMPOSITION OF EMPLOYEES
In alignment with the provisions of diversity, equity and inclusion (DEI), the company discloses below the gender composition of its workplace as on 31st March, 2025:
Male Employees: 2 Female Employees: 0 Transgender Employees: 0
38. DETAILS OF ISSUE OF EMPLOYEE STOCK OPTION SCHEME AND SWEAT EQUITY SHARES
OR ISSUE OF SHARES HAVING DIFFERENTIAL VOTING RIGHTS
The same is not applicable on the company.
39. ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review.
Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.
By Order of Board of Directors | |
For Wisec Global Limited | |
-SD/- | -SD/- |
Rakesh Rampal | Afrin |
Whole Time Director | Director |
DIN: 01537696 | DIN: 10689215 |
Wisec Global Limited | Date: 4th September 2025 |
Regd. Off.: Office No. 303, Plot No. 6, 3rd floor, | |
Vardhman Arihant Chamber, Commercial | |
Complex, Block KP, Pitampura, Delhi-110034 | |
Place: Delhi | |
CIN: L71100DL1991PLC046609 | |
E-Mail ID: wisecglobal@yahoo.com |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.