DIRECTORS REPORT TO THE MEMBERS, Your Directors have pleasure in presenting their Annual Report and the Audited Statement of Accounts for the year ended on 31stMarch 2015. 1. HIGHLIGHTS OF PERFORMANCE Income for the year increased from Rs. 635838914.97 in 2014 to Rs. 753604326.26 in 2015.Profit before tax increased from Rs. 8877449.66 in the previous year 2014 to Rs. 19997664.63 in the current year 2015.Net Profit increased from Rs.7632311 in the previous year 2014 to Rs. 15454026.63 in the current year 2015 CHANGE IN NATURE OF BUSINESS During the year, the company's turnover has been increased by 18.52% and PBT increased by 125% over the previous year. Having achieved this growth, the company is fast emerging as an infrastructure player in all sectors. THE PROPOSED AMOUNTS TO RESEVES The company has not transfer any amount to General Reserves. DIVIDEND In view of the of profits, the Directors express their inability to recommend any dividend for the year under review. DEPOSITS The company has not accepted deposit from the members or the general public as on 31st March,2015. There are no small depositors in the company. NUMBER OF MEETINGS OF THE BOARD The following Meetings of the Board of Directors were held during the Financial Year 2014-15: 31st May, 2014, 14th August 2014, 14th November 2014, 11th December, 2014 31st January,2015,02nd February,2015,10th February,2015. The intervening gap between the Meetings was with in the period prescribed under the Companies Act, 2013. DISCLOSURE IF THE VOTING RIGHTS ARE NOT EXERCISED BY EMPLOYEES Pursuant to section 67 (3) of the Companies Act,2013 read with rule 12(9) of the companies (share capital and Debentures) rules,2014 there is no exercise done for the Employee stock option scheme during the year 2014-15.So disclosure is not required. REPORT OF THE UTILISATION OF PROCEEDS ON THE PUBLIC, RIGHT ISSUE AND PREFERENTIAL ALLOTMENT OF SECURITES. During the year under review there is no proceeds have come from the Public, Right issue and prefential allotment of securities in the Company. REPORT ON CORPORATE GOVERNANCE As required by Clause 49 ofthe listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Audtors Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report: INTERNAL AUDITOR M/s D A R P N And Company, Chartered Accountants were appointed as Internal Auditor of the Company. They have also expressed their expressed their willingness to act as auditors of the company, if appointed and further confirmed that the said appointment would be in conformity with the provisions of section 138 to 141 of the Companies Act, 2013. Your director propose to ratify their appointment for the financial year 2015-16 AUDITORS The Auditors O.P. Bagla & Co., Chartered Accountants, New Delhi, be and is hereby re-appointed as the Statutory Auditors of the Company. SECRETARIAL AUDITOR Pursuant to Section 204 of Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Nitin Gupta a practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in MR-3 is annexed herewith forming part of this Annual Report. COST AUDIT The cost audit is not applicable to the Company. EXPLANATION OR COMMENTS BY THE BOARD ON AUDITOR'S REPORT & SECRETARIAL AUDIT REPORT The observation made in the Auditors Report read together with relevant notes theron are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013 As required under section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations in the Secretarial Audit Report regarding late filling of e-forms for the appointment of Women Director as Whole-time Director and delay filling of monthly return in ECB-2 to be filled with Reserve Bank of India. However, the Company ensures that in future all the provisions will complied on time. PARTICULARS OF EMPLOYEES : There was no employee whose remuneration was in excess of the limits prescribed under section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. THE DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROL SYSTEM The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. CORPORATE SOCIAL RESPONSIBILITY The Corporate Social Responsibility is not applicable to the company. DIRECTORS' RESPONSIBILITY STATEMENT The Director's Responsibility Statement pursuant to section 134 (5) of the Companies Act, 2013 shall state that:- (a) In the preparation of the annual accounts, 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, in the case of a listed company, 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. DECLARATION GIVEN BY INDEPENDENT DIRECTORS Pursuant to section 149(7) of the Companies Act, 2013 declaration from Independent Director namely Mr. Sumer Chand Jain, Mr. Sushil Chand Jain & Mr. Dipankar Sengupta have been received at the First meeting of the Board of financial year 2014-15 have been complied with. NOMINATION AND REMUNERATION COMMITTEE The Company has constituted Nomination and Remuneration Committee. The Chairman of the Committee is Mr. Sushil Kumar Jain, Independent Director and the other 2 Independent directors members are Mr. Dipankar Sengupta and Mr. Sumer Chand Jain. Nomination and Remuneration Committee have policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director and other matters. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE The Company has an Audit Committee comprising of 3 members all of whom are independent Directors. The Chairman of the Committee is Mr. Sushil Kumar Jain with Mr. Sumer Chand Jain and Mr. Dipankar Sengupta as its members. ESTABLISHMENT OF VIGIL MECHANISM The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The investment made by the company is with in prescribed limit as provided in section 186.The details of Investment made by the company are given in notes to the financial statements. RELATED PARTIES TRANSACTIONS All related party transactions that were entered into during the financial year were on Arm' Length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict interest of the company at large. A RISK MANAGEMENT POLICY OF THE COMPANY The Company has adequate Risk Management Policy includes assets of the Company are adequately insured against the loss of fire , riot, earthquake, terrorism, loss of profit, etc. and other risk are considered necessary by the management. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 There is no sexual harassment complaints received during the year 2014-15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO: Information pursuant to section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure - A forming part of this Report A STATEMENT ON FORMAL ANNUAL EVALUATION Pursuant to the provisions of Saction 134 (3P) of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration Committess.The manner in which the evaluation has been carried is satisfactory. EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (appointment & remuneration) The extract of Annual Return in form no. MGT 9 as per section 134 (3a) of Companies Act, 2013 duly certified by the Practicing Company Secretary is annexed hereto in Annexure - B forming part of this Report. Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment & remuneration) Rules,2014 is also annexed hereto after extract of Annual Return. ACKNOWLEDGMENT : Your Directors wish to record their appreciation for good teamwork rendered by employees in performance of their duties. The Director will also like to thanks Customers, Suppliers, and various Central as well as State Government Departments. On order of the Board of Directors For Winsome Breweries Limited R.K. Bagrodia Chairman & Managing Director Place : 13th August, 2015 Date : New Delhi |