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Automatically Generated PDF from Existing Images WINRO COMMERCIAL (INDIA) LIMITED 32ND ANNUAL REPORT 2014-2015 32nd Annual Report 2014 - 2015 CORPORATE INFORMATION Key Managerial Personnel Hinal Chheda - Company Secretary BOARD OF DIRECTORS Mithun Soni - CEO Ritesh Zaveri - CFO Mr. V. V Sureshkumar Director Mr. Hatim Harianawala Independent Director BANKERS Mrs. Vaishali Dhuri Director HDFC Bank Limited Mr. Ketan Desai Independent Director Punjab National Bank Kotak Mahindra Bank Limited BOARD COMMITTEES Audit Committee REGISTRAR & SHARE TRANSFER AGENT Mr. Hatim Harianawala – Chairman TSR Darashaw Limited Mr. Ketan Desai 6-10, Haji Moosa Patrawala Industrial Mrs. Vaishali Dhuri Estate, 20 Dr. E Moses Road, Stakeholder Relationship Committee Mahalaxmi, Mumbai – 400 011 Mr. Ketan Desai - Chairman Telephone: 66568484, Fax: 66568494 Mr. V. V Sureshkumar Mrs. Vaishali Dhuri REGISTERED OFFICE Nomination & Remuneration Committee 209-210, Arcadia Building, Mr. Hatim Harianawala - Chairman 2nd Floor, Plot No. 195, Mr. Ketan Desai Nariman Point, Mumbai – 400021 Telephone: 022-66708600 Mr. V. V Sureshkumar Fax: 022-66708650 Corporate Social Responsibility Committee WEB SITE: www.winrocommercial.com Mr. Hatim Harianawala - Chairman EMAIL ID: [email protected] Mr. V. V Sureshkumar CIN: L51226MH1983PLC165499 Mrs. Vaishali Dhuri Stock Exchange’s where company’s Shares are listed Risk Management Committee BSE Limited Mr. V. V Sureshkumar- Chairman The Calcutta Stock Exchange Limited Mr. Ketan Desai CONTENTS Page No. Mrs. Vaishali Dhuri Notice 2 Asset Liability Management Committee Mr. V. V Sureshkumar – Chairman Directors’ Report 6 Mr. Ketan Desai Management Discussion Analysis Report 27 Mrs. Vaishali Dhuri Corporate Governance Report 28 Certificate on Corporate Governance 38 STATUTORY AUDITORS M/s Ajmera Ajmera and Associates Code of Conduct Declaration 38 Chartered Accountants CEO and CFO Certification 39 INTERNAL AUDITORS Auditor’s Report 40 M/s. A. J. K. & Associates Balance Sheet 43 Chartered Accountants Statement of Profit & Loss 44 Cash Flow Statement 45 SECRETARIAL AUDITORS M/s. Nishant Jawasa & Associates Notes 47 Company Secretaries Proxy Form 69 Attendance slip 71 1 Winro Commercial (India) Limited N O T I C E THE PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on NOTICE is hereby given that the Thirty Second Annual behalf of members not exceeding fifty (50) and holding General Meeting of the Members of Winro Commercial in the aggregate not more than 10% (ten percent) of (India) Limited will be held at Oricon House, 6th Floor, 12, the total Share capital. K. Dubhash Marg, Fort, Mumbai-400001 on Friday, 25th the day of September, 2015 at 3.00 P.M. to transact the following 2. The instrument of proxy in order to be effective, business: should be deposited at the Registered Office of the company, duly completed and signed, not less than ORDINARY BUSINESS: 48 (forty eight) hours before the commencement of 1. To receive, consider and adopt the Balance Sheet as the meeting. A proxy form is sent herewith. Proxies at 31st March, 2015, Statement of Profit and Loss and submitted on behalf of the Companies, Societies etc.; annexures thereto for the year ended on that date must be supported by an appropriate resolution/ together with Reports of the Directors and Auditors authority, as may be applicable. thereon. 3. Corporate members are requested to send a duly 2. To appoint a Director in place of Mrs. Vaishali Dhuri certified copy of the Board Resolution, authorizing (DIN: 03607657) who retires by rotation and being their representative to attend and vote at the Annual eligible, offers herself for re-appointment. General Meeting. 3. To appoint Auditors of the Company to hold office 4. The Members/proxies are requested to bring their from the conclusion of this Annual General Meeting copy of the Annual Report to the Meeting along until the conclusion of 34th Annual General Meeting with duly filled in Attendance Slips for attending the and to authorize the Board of Directors to fix their meeting remuneration and for that purpose, to consider and, 5. Members desirous of obtaining any information if thought fit, to pass, with or without modification(s), concerning the accounts and operations of the the following resolution as an ORDINARY Company are requested to write to the Company, at RESOLUTION: an early date to enable the Management to keep the RESOLVED THAT pursuant to the provisions of information ready. Section 139 & 142 of the Companies Act, 2013 and 6. The Register of Members and Share Transfer Books of the rules made thereunder (including any statutory the Company will remain closed from 18th September, modification(s) or re-enactment thereof for the time 2015 to 25th September, 2015 (both days inclusive) for being in force), M/s. Ajmera Ajmera & Associates annual closing. (FRN: 123989W); Chartered Accountants, be and are hereby re-appointed as the Statutory Auditors of the 7. Members are requested to notify immediately any company to hold office of the auditors for a period of change in their address / bank mandate to their two years from the conclusion of this Annual General respective Depository Participant (DP) in respect of Meeting until the conclusion of the 34th Annual their electronic share accounts and to the Company’s General Meeting (subject to the ratification of their Registrar & Share Transfer Agent to M/s. TSR appointment in the next Annual General Meeting) on Darashaw Limited at 6-10 Haji Moosa Patrawala such remuneration as may be decided by the Board of Industrial Estate, 20 Dr. E Mosses Road Mahalaxmi Directors in consultation with the auditors & out of Mumbai- 400011 in respect of their physical share pocket expenses. folios. For and on behalf of the Board of Directors 8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Place: Mumbai SD/- Number (PAN) by every participant in securities Dated: 12th August, 2015 HINAL CHHEDA market. Members holding shares in electronic form Company Secretary are, therefore, requested to submit their PAN to REGISTERED OFFICE: Membership No: ACS35722 their Depository Participants with whom they are 209-210, Arcadia Building, maintaining their demat accounts. Members holding 2nd Floor, 195 Nariman Point, shares in physical form can submit their PAN to the Mumbai – 400021 Company NOTES: 9. Green initiative- Members who have not registered 1. A MEMBER ENTITLED TO ATTEND AND VOTE their e-mail addresses so far are requested to register AT THE MEETING IS ENTITLED TO APPOINT their e-mail address for receiving all communication PROXY/PROXIES TO ATTEND AND ON A POLL, including Annual Report, Notices, Circulars, etc. from TO VOTE INSTEAD OF HIMSELF/HERSELF AND the Company electronically. 2 32nd Annual Report 2014 - 2015 10. Details under Clause 49 of the Listing Agreement cannot be modified. with the Stock Exchange in respect of the Directors 10. Institutional members (i.e. members other than seeking appointment/re-appointment at the Annual individuals, HUF, NRIs, etc.) are required to General Meeting forms integral part of the Notice send scanned copy (PDF/JPG format) of the and is given under the Annexure to the Notice. The relevant board resolution / authority letter, etc. Director has furnished the requisite declarations for together with the attested specimen signature(s) her appointment. of the duly authorized signatory(ies) who 11. Voting through electronic means are authorized to vote, to the Scrutinizer through email at [email protected] or In compliance with provisions of Section 108 of [email protected] with a copy marked to the Companies Act, 2013 read with Rule 20 of the [email protected]. Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility 11. Once the vote on a resolution is cast by the as an alternative mode of voting which will enable the shareholder he/she shall not be allowed to Members to cast their votes electronically. Necessary change it subsequently. arrangements have been made by the Company with 12. In case of any queries you may refer the National Securities Depository Limited (NSDL) to Frequently Asked Questions (FAQs) for facilitate e-voting. members and e-voting user manual for The instructions for members for voting electronically members available at the “Downloads” section are as under:- of https://www.evoting.nsdl.com or contact NSDL by email at [email protected]. In case of members receiving e-mail: General Instructions Members are requested to follow the below instructions to cast their vote through e-voting: a. The e-voting period commences on 22nd September, 2015 (10:00 a.m. IST) and ends on 24th September, 2015 1. Use User ID and Password for e-voting sent (5:00 p.m. IST). During this period, shareholders of the separately to the shareholders. Company holding shares either in physical form or 2. Open the internet browser and type the URL: in dematerialized form, as on the cut-off date of 18th https://www.evoting.nsdl.com. September, 2015, may cast their vote electronically. The e-voting module shall also be disabled by NSDL 3. Click on Shareholder-Login. for voting thereafter. Once the vote on a resolution is 4. If you are already registered with NSDL for cast by the shareholder, the shareholder shall not be e-voting, then you can use your existing User allowed to change it subsequently. ID and Password for Login. b. Since the Company is required to provide members 5. If you are logging for the first time, please enter the facility to cast their vote by electronic means, the user ID and Password sent to you. shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the 6. If you are logging in for the first time, Password cut-off date of 18th September, 2015, and not casting Change Menu appears.
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