DIRECTORS' REPORT The Members, Your Directors have pleasure in presenting the 32nd Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2015. 2. Dividend: Your Directors do not recommend any dividend for the year ended on 31st March 2015 with a view to conserve the resources for future. 3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 4. Operations, Performance and State of company's affairs: During the year ended 31st March, 2015, your Company achieved total revenue aggregating to Rs. 76709.10 Lacs. After providing for Depreciation the Company has registered a profit before tax of Rs. 3009.53 Lacs. After making provision for tax for the year; an amount of Rs. 2799.23 Lacs as net profit after tax has been carried to the Balance sheet. Although the Company maintains adequate internal control systems covering all its operation areas, the Company's Audit Committee reviews these internal control systems in detail for their effectiveness and their adequacy in the present scenario. 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 and the date of this report. Transfer To Reserve Your Company has transferred a sum of Rs. 559.84 Lacs to Reserves u/s. 45 IC of Reserve Bank of India Act. 6. Directors And Key Managerial Personnel In terms of the provisions of the Companies Act, 2013 Mrs. Vaishali Dhuri, Director, retired by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. A brief profile of Director proposed to be re-appointed is given in the Annexure to the Notice of the ensuing Annual General Meeting. Appointment and Resignation of Directors: During the year under review, Mrs. Vaishali Dhuri and Mr. Ketan Desai were appointed as Additional Directors with effect from 07th August, 2014 and 13th February, 2015 respectively. Further, Mrs. Vaishali Dhuri was appointed as a Director in the Annual General Meeting of the company held on 13th September, 2014 and Mr. Ketan Desai was appointed as Independent Director in the Extra- ordinary general meeting of the company held on 20th March, 2015. Mr. Narayan Nair and Mr. Atul Shah resigned from the directorship of the company with effect from 07th August, 2014 and 13th February, 2015 respectively. The Board placed on record its appreciation of the enormous contribution made by them during their tenure as Directors of the Company. Women Director In terms of the provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one woman director on the board of the company. Your Company has appointed Mrs. Vaishali Dhuri on 07th August, 2014. Familiarisation programme for Independent Directors As per the requirement of Clause 49 of the Listing Agreement, during the year under review, two Year ended Year ended programmes were conducted for familiarization of 9. independent directors. The details of such programmes can be viewed on the website of the company at http://winrocommercial.com/policeandcode.html Appointment and Resignation of Key Managerial Personnel Mr. Mithun Soni was appointed as the Chief Executive Officer of the company with effect from 28th May, 2014. Ms. Hinal Chheda was appointed as the Company Secretary and Compliance Officer of the company with effect from 1st September, 2014 and Mr. Ritesh Zaveri who was appointed as Chief Financial Officer on 2nd August, 2011 was appointed as Key Managerial Personnel with effect from 13th February, 2015. There was no resignation during the year under review. 7. Directors' Responsibility Statement: Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that: • in the preparation of the annual accounts, the applicable accounting standards have been followed; • the Directors have 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 10. fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company as on that date; • the Directors have taken proper and sufficient care 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. • the Directors have prepared the annual accounts for the year ended March 31, 2015 on a going concern basis. • the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. 8. Corporate Governance: 11. A Report on Corporate Governance along with a certificate from M/s. Nishant Jawasa & Associates, Practicing Company Secretary regarding compliance of the requirements of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto. Statutory Auditors: M/s Ajmera Ajmera and Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received intimation to the effect that the proposed re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 and Rules made there under. The said Auditors have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee have proposed the re-appointment of M/s. Ajmera Ajmera and Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 34th AGM (subject to the ratification of their appointment in the next Annual General Meeting) at such remuneration to be decided by the Board of Directors in consultation with the said Auditors Members are requested to re-appoint auditors and to authorize the Board to fix their remuneration. The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Secretarial auditors The Board has appointed M/s Nishant Jawasa and Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to this Report as Annexure D. The Secretarial Audit Report is self-explanatory and do not call for any further comments except that intimation required under Clause 20b of listing agreement was not submitted to the Stock Exchanges. Management is of the view that the details as required under Clause 20b is similar as given in the Audited Financial Result under Clause 41 of the Listing Agreement and was not intimated separately, however we assure the compliance of the same henceforth. Management's Discussion and Analysis Report The Management's Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in the separate section forming the part of Annual Report. 12. Conservation of Energy, Technology Absorption A] Conservation of Energy and Technology Absorption: i) The step taken or impacts on conversation of energy - The operation of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy. ii) The steps taken by the Company for utilizing alternative sources of energy -though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises. iii) The capital investment on energy conservation equipments - NIL 13. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy can be viewed on the website of the company at http://winrocommercial. com/Policy%20On%20Prevention%20of%20 Sexual%20Harassment.pdf. During the financial year 2014-15, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31 March, 2015. 14. Extract of Annual Return The details forming part of extract of the Annual Return in form MGT-9 as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-A and forms an integral part of this Report. 15. Number of Meetings of The Board During the year, eleven meetings of the Board of Directors were held. Further details of the meetings of the Board held during the Financial Year 2014-2015 forms part of the Corporate Governance Report. Independent Directors' Declaration: Mr. Hatim Harianwala and Mr. Ketan Desai who are independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as independent director during the year. Nomination and Remuneration Policy The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is included in this report as Annexure-B and forms an integral part of this Report. Particulars Of Loans, Guarantees Or Investments Made Under Section 186 Of The Companies Act, 2013 The provisions of Section 186 of Companies Act, 2013 except Sub section (1), is not applicable to the company. However, the details of Loans, Guarantees and Investments made are given in the Notes to the Financial Statements. Related Party Transactions And Policy On Related Party Transactions All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions and the same is uploaded on the Company's website at www.winrocommercial.com (http://winrocommercial.com/policy/RPT%20 Policy.pdf) Risk Management Policy The Company has a Risk Management Committee which assists the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; (b) Overseeing that all the risk that the organization faces have been identified and assessed; (c) Overseeing the investments and inter-corporate loans made by the company and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its objective. 21. Corporate Social Responsibility The Board of Directors constituted a Corporate Social Responsibility (CSR) Committee consisting of three Directors out of which one is Independent Director. The Board of Directors at its meeting held on 13th February, 2015 has adopted and approved the CSR policy as recommended by the CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at (www. winrocommercial.com). During the year, the company was required to spend Rs. 28.60 lakhs towards Corporate Social Responsibility out of which company has spent Rs. 25 lakhs and the company is looking out for more avenues to spend the remaining Rs. 3.60 lakhs as per company's CSR Policy approved on 13th February, 2015. Company shall spend the remaining amount during the year 2015-2016. 22. Board evaluation The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Non- Independent Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. 23. Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. 24. Vigil Mechanism/ Whistle Blower Policy The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company. (http:// winrocommercial.com/policy/latest%20whistle-blower-policy.pdf ) 25. Subsidiaries, Joint Ventures and Associates Four Dimensions Securities (India) Limited, GeeCee Investments Limited and Better Time Realtors Private Limited are the associates of the company. During the year under review, Mahotsav Trading and Finance Private Limited ceased to be associate of the company and none of the Companies have become or ceased to be Company's subsidiary and joint ventures. Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies (Accounts) Rules, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 is attached as "Annexure E" which forms part of this report. 26. Particulars Of Remuneration The information required under Section 197 of the Act and the Rules made thereunder, in respect of the employees of the company a) The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year: No remuneration is been paid to the Directors of the company. b) The percentage of increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any, in the financial year- c) The percentage increase in the median remuneration of employees in the financial year - -57.20 % d) The number of permanent employees on the rolls of company as on 31st March, 2015 are 8 (Eight). e) The explanation on the relationship between average increase in remuneration and company performance On an average, employees received an increase of 151.88% (average increase in remuneration is calculated on Total Remuneration which includes both fixed and variable component). In order to ensure that remuneration reflects company performance, the performance pay is linked to organization performance. g) Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year. h) 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 and point out if there are any exceptional circumstances for increase in the managerial remuneration The average increase in salaries of employees other than managerial personnel in 2014-15 was 8.67%. Percentage increase in the managerial remuneration for the year was 12.08%. j) The key parameters for any variable component of remuneration availed by the directors No variable component of remuneration has been availed by the directors. k) The ratio of the remuneration to the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: No remuneration was paid to the Directors of the company. l) Affirmation that the remuneration is as per the remuneration policy of the Company The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavor to attract, retain develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The company affirms remuneration is as per the remuneration policy of the company. m) Statement pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: i. Mr. Mithun Soni, CEO of the company, employed throughout the financial year was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees. ii. Designation - Chief Executive Officer iii. Remuneration received - Rs. 1,06,24,450 iv. Nature of employment - Salaried v. Qualifications and experience- MBA, 12 years vi. Date of commencement of employment- 23/08/2010 vii. Age - 35 years viii. Last employment held before joining the company- Americorp Capital Pvt. Ltd. ix. Percentage of equity shares held in the company- Nil x. Whether the employee is a relative of any director or manager of the company- No 27. General: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under the review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of share (including sweat equity shares) to employees of the Company under any scheme. 4. Company does not have any subsidiary and hence none of the Directors of the company receives any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 28. Acknowledgements: Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year. For and on behalf of the Board Sd/- V.V. SURESHKUMAR CHAIRMAN DIN: 00053859 Place: Mumbai Dated: 12th August, 2015 |