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Directors Report of Wisec Global Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 22nd Annual Report and the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS

Year ended Year ended 31st March, 31st March 2015 2014 (Rs. '000) (Rs. '000)

Net Sales 54985 49295

Profit Before Interest, Exchange (Gain)/ (3441) 1071 Loss on Loans, Depreciation, Amortization and Impairment, (Gain)/ Loss on sale of Investment, and Provisions

Interest 0 0

Depreciation, Amortization and Impairment 238 401

(Gain)/ Loss on sale of Investment 0 0

Provision on Bad & Doubtful debts 0 5925

Profit/(Loss) before Tax (3679) (5256)

Fringe Benefit Tax 0 0

Deferred tax 0 0

Profit/(Loss) after Tax (3679) (5256)

2. DIVIDEND

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

3. OPERATIONS

The business operations of the Company have grown in the normal course.

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

Shri. Rakesh Rampal, Whole Time Director, retire by rotation and being eligible offer himself 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 PERSONNEL'S

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 Board's 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 but it rather refunded Rs. 1,64,000 to the deposit holders. The deposits aggregating Rs. 19.01 Lacs were over due on 31.03.2015, 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 Company's competitive advantage.

20. OPERATIONAL UPDATE

The business operations of the Company have grown in the normal course. The Company is focusing on IT enabled services, the contracts are under approval as the rates negotiation is going on.

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, 2015 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. SMS & Associates, Chartered Accountants, auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The requisite certificate u/s 224(1B) of the Companies Act, 1956, has been received from them. The Board recommends their re-appointment. Observations made in the Auditors' Report are self- explanatory 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. AUDITORS' REMARKS

The Auditors' remarks on the annual accounts are selfexplanatory and do not require further comments from the Company

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

There are no significant and material orders passed by the Regulators/Courts that would 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 31,2015 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 did not transferred 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 Rakesh Rampal Whole Time Director

Place: New Delhi Date: 30/08/2015


Mar 31, 2014

The Members,

Wisec Global Limited

The Directors have pleasure in presenting the Twenty First Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2014.

FINANCIAL RESULTS

We have given below the financial highlights for the year under review: -

Year ended Year ended 31st March 31st March 2014 2013 (Rs.''000) (Rs.''000)

Net Sales 49295 37093

Profit Before Interest, Exchange (Gain)/ 44178 31133 Loss on Loans, Depreciation, Amortization and Impairment, (Gain)/ Loss on sale of Investment, and Provisions

Interest 0 0

Depreciation, Amortization and Impairment 43478 34174

(Gain)/Loss on sale of Investment 0 0

Provision on Bad & Doubtful debts 5925 1730

Profit/(Loss) before Tax (5225) (4771)

Fringe Benefit Tax 0 0

Deferred tax 0 0

Profit/(Loss) after Tax (5225) (4771)

Dividend

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

Operational Update

The business operations of the Company have grown in the normal course.

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, .

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.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Tejpal Singh Chowdhury, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends their re-appointment. Ms. Bhawna Sharma was appointed as additional director of the company on 25th May, 2014.

PUBLIC DEPOSITS

During the year under review, the Company did not accept any deposits but it rather refunded Rs. 50,000 to the deposit holders. The deposits aggregating Rs. 20.64 Lacs were over due on 31.03.2014, 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 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.

AUDITORS

M/s. SMS & Associates, Chartered Accountants, auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The requisite certificate u/s 224(1B) of the Companies Act, 1956, has been received from them. The Board recommends their re-appointment. Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further explanation.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirement and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreement with the Stock exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report.

CODE OF CONDUCT

The Code of Conduct as adopted by the Board of Directors is applicable to all directors, senior management and employees of the company. This Code is based on fundamental principles, viz, good corporate governance and good corporate citizenship. The code covers Company''s commitment to sustainable development, concern for occupational health safety and environment a gender friendly workplace, transparency and auditability and legal compliance.

LISTING OF SECURITIES

Your company''s securities are currently listed with Bombay Stock Exchange. The Company has paid the listing fees to Bombay Stock Exchange for the financial year 2014-15.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217

As required under Section 217(2AA) of the Companies Act, 1956 Directors state that:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Company had selected such accounting policies and applied them consistently and made judgements that are reasonable and prudent which gives true and fair view of affairs of the Company.

The Company had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud and irregularities.

The Company had prepared accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUT GO

Additional information on conservation of energy, technology absorption as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are not applicable as the Company is a non manufacturing Company.

There is no foreign earning and outgo during the year.

There are no employees in respect of whom information required under Section 217 (2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules 1975, is applicable.

EMPLOYEE DEVELOPMENT

Your Company treats its human resources as its most valuable assets. The Company has a continuous program of developing skills of employees through continuous upgradation of their skills.and periodical training. The management shares a very healthy relationship with its employees.

APPRECIATION

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Bankers & Financial Institution.

The Board appreciates the efforts put in by all employees for their commitment, and dedication to fulfil then- corporate duties with diligence and integrity.

Your Directors are also pleased to place on record their appreciation for the excellent support received from Dealers, Business Associates and Customers.

Your Directors also wish to place on record their gratitude towards the esteemed shareholders for reposing faith in the management of the Company.

By order of the Board for Wisec Global Limited

S/d-

Place: New Delhi RakeshRampal Dated: 12th August, 2014 Whole Time Director


Mar 31, 2009

The Directors of your Company present their 16th Annual Report, together with the Audited Accounts for year ended on March 31, 2009.

Financial

During the year, the Company achieved Income from Operations amounting to Rs. 583.30 Lacs (previous year Rs. 472.11 Lacs). The Profit & Loss Account shows the loss of Rs.19.84 Lacs (previous year Rs. 4.72 Lacs).

Dividend

In view of Companys performance, the Board does not recommend any dividend.

Operational Update

The business operations of the Company have grown in the normal course. The implementation of the Biotech Pharma Project of the Company at Bhiwadi, Rajasthan has got delayed since the planned means of finance including fresh issue of capital could not be arranged in time. Necessary efforts, however, are being made to expedite the implementation as much as possible within limited resources available at the disposal of the Company.

Subsidiaries

As required under Section 212 of the Companies Act, 1956, the audited statements of Accounts, report of the Board of Directors of Money Management Consultants (India) Private Limited and respective Auditors Report thereon is annexed.

Directors

Dr. Ashok K. Mittal, Mr. S.K. Soni and Mr. Amar Mitlal had stepped down as Director of the Company we f. October 13th 2009. the directors place on record their appreciation and the valuable services rendered by Dr. Ashok K Mitta), Mr. S.K. Soni and Mr. Amar Mittal, during their tenure.

Dr. Manoj Kumar Jain retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves forre-appoinlmenl.

Auditors and Auditors Report

The auditors M/s SMS Associates, Chartered Accountants hold office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment. The certificate from auditors Under Section 224 (1B) of the Companies Aci, 1956, has been received. Observations made in the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

Public Deposits

During the year under review, the Company did not accept any deposits but it rather refunded Rs.7.86 Lacs to the deposit holders. The deposits aggregating Rs. .76.86 Lacs were over due on 31.03.2009, 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 Honble 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 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 deposits.

Statutory Disclosures

Additional information on conservation of energy, technology absorption as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, are not applicable as the Company is a non manufacturing Company.

There is no foreign earning and outgo during the year.

There are no employees in respect of whom information required under Section 217 (2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules 1975, is applicable.

Responsibility Statement

The Board of Directors of the Company confirms in respect of the financial year under review that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

II. The selected accounting policies were applied consistently and the Direciors 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 as at March 31, 2009 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

IV. The annual accounts have been prepared on a going concern basis.

Code of conduct

The Code of Conduct as adopted by the Board of Directors is applicable to all directors, senior management and employees of the company. This Code is based on fundamental principles, viz, good corporate governance and good corporate citizenship. The code covers Companys commitment to sustainable development, concern for occupational health safety and environment a gender friendly workplace, transparency and auditability and legal compliance.

Listing of Securities

Your companys securities are currently listed with Bombay Stock Exchange. The Company has paid the listing fees to Bombay Stock Exchange for the financial year 2009-2010.

Corporate Governance

As per Clause 49 of the Listing Agreement with Stock Exchange a Management Discussion and Analysis is annexed to this report. A report on Corporate Governance together with Auditors Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

Acknowledgement

The Directors place on record their appreciation for the cooperation and support extended by the bankers, clients, distributers and members of the Company. The Directors also thank the employees for their sincere efforts and hard work.

For and on behalf of the Board of Directors

Place; New Delhi Rakesh Rampal

Date: 31.07.2009 Whole Time Director

 
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