To,
The Members, We Win Limited
Your Directors have pleasure in presenting their 16th Annual
Report together with the Audited Financial Statement of your Company for the Financial
Year ended 31st March, 2023.
1. FINANCIAL SUMMARY AND HIGHLIGHTS:
(Amount in lakhs)
|
Standalone |
Particulars |
31st March 2023 (Rs.) |
31st March 2022 (Rs.) |
Revenue From operation |
4878.82 |
4160.87 |
Other Income |
31.65 |
66.16 |
Total Revenue |
4910.47 |
4227.03 |
Profit before Depreciation &
Amortization, |
475.39 |
428.74 |
Exceptional and Extraordinary Items and Tax |
|
|
Depreciation & Amortization Expenses |
134.22 |
105.52 |
Exceptional Items |
- |
- |
Profit (Loss) before tax |
341.17 |
323.22 |
Current Tax including Prior Period Tax |
92.63 |
85.43 |
Deferred Tax |
(0.84) |
5.93 |
Profit / (Loss) After Tax |
240.40 |
209.97 |
Other Comprehensive income |
20.30 |
15.43 |
Total Comprehensive income for the period |
260.70 |
225.40 |
Earnings per Share (Rs.):- |
|
|
Basic: |
2.57 |
2.22 |
Diluted: |
2.57 |
2.22 |
2. OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
During the financial year under review, total Standalone Income
(including other income) of the Company was Rs. 4910.47/- lakhs as against Rs. 4227.03/-
lakhs in the previous year. The Company has earned Profit after tax of Rs. 240.40/- lakhs
as compared to Rs. 209.97/- lakhs earned in the previous year. Your Directors are
continuously looking for avenues for future growth of the Company.
3. DIVIDEND:
Your Directors do not recommend any dividend for the financial year
ended 31st March, 2023.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE
COMPANIES ACT, 2013:
For the financial year ended 31st March, 2023, the Company
has not proposed to carry any amount toany Reserve.
5. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE
OF THE BOARD'S REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and on the date of this report.
6. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of the business of the Company during
the year.
7. MIGRATION TO THE MAIN BOARD OF THE STOCK EXCHANGES:
The Company has migrated from SME- Emerge platform of NSE to Main Board
of NSE (NSE Symbol:WEWIN) and listed on Main Board of BSE (BSE Scrip Code: 543535) w.e.f
15th June 2022.
8. THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN
SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED: www.wewinlimited.com
9. MEETINGS OF THE BOARD OF DIRECTORS:
Following Meetings of the Board of Directors were held during the
Financial Year 2022-23:
S. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
30/05/2022 |
6 |
5 |
2 |
10/08/2022 |
6 |
5 |
3 |
02/09/2022 |
6 |
4 |
4 |
28/10/2022 |
6 |
3 |
5 |
14/11/2022 |
6 |
4 |
6 |
03/02/2023 |
6 |
5 |
7 |
29/03/2023 |
6 |
5 |
10. DETAILS OF SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES:
As on 31st March, 2023, the Company has only one Associate
Company:
Sr. No. Name of the Company |
Address |
CIN/GLN |
Subsidiary /Associate |
% of Shares held |
Applicable Section |
1 Surevin Weartech Private
Limited |
40, Mandakini Housing
Society, Behind Reliance Fresh, Kolar Road, Bhopal (M.P.) 462042 |
U72900MP 2018PTC04 5213 |
Associate |
40% |
129(3) & 2(6) |
Further complete details of aforesaid Associate Company are attached in
Form AOC 1 (AnnexureI).
Further no Company has become or ceased to be Subsidiaries, Joint
Ventures or Associate Company, during the financial year under review.
11. PERFORMANCE OF SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES:
Surevin Weartech Private Limited (Associate Company): During the
financial year under review, the Associate Company (Surevin Weartech Private Limited) has
incurred a Loss after Tax of Rs. (0.96)/- lakhs.
12. DIRECTORS:
(A) Changes in Directors and Key Managerial Personnel:
During the financial year under review, following changes have occurred
in the Constitution/ Composition of the Board of Directors and Key Managerial Personnel:
Mr. Tarun Katyan (DIN: 10051938), was appointed as Additional Director
(Non- Executive Independent) of the company for a term upto 5 consecutive years from the
date commencing from 29th March 2023.
Mr. Abhishek Gupta (DIN: 01260263), Director of the Company, who retire
by rotation at the forthcoming 16th Annual General Meeting and being eligible
offer himself for re- appointment.
(B) Declaration by Independent Directors:
Company has following four Independent Directors:
S. No. Name & DIN |
Date of Original Appointment |
1 Ambreesh Tiwari (DIN:01582960) |
15/03/2017 |
2 Awdhesh Shah (DIN:00184656) |
15/03/2017 |
3 Vipin Mittal (DIN: 08298530) |
31/07/2019 |
4 Tarun Katyan (DIN: 10051938) |
29/03/2023 |
All the above named Independent Directors have submitted to the
company, declarations to theeffect that they meet the criteria of Independence as
specified/provided in Section 149 of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A separate meeting of Independent Directors of the Company was
conducted on 03rd February, 2023 in terms of provisions of Schedule IV of the
Companies Act, 2013. Except Mr. Vipin Mittal (DIN: 08298530), all the independent
directors of the Company were present at the meeting. Mr. Tarun Katyan (DIN: 10051938) was
not entitled to attend the said meeting.
(C) Re-appointment of Independent Directors: Not Applicable
(D) Opinion of the Board with regard to integrity, expertise and
experience of the Independent Director appointed during the year:
An Independent Director shall be a person of integrity and possess
appropriate balance of skills, experience and knowledge in one or more fields of finance,
law, management, sales, marketing and operations or any other discipline related to the
Company's business. The Company did not have any peculiar relationship or
transactions with non-executive Directors during the yearended 31st March,
2023.
(E) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 & Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has evaluated the performance of every Director, Independent Directors,
Board and its Committees and Chairperson based on the criteria laid down by the Nomination
and Remuneration Committee. Rating sheets were circulated to the directors for the purpose
of evaluation. A summary of performance evaluation of the Board, its Committees and
individual directors was prepared on the basis of rating sheets received from the
individual directors and the same was placed before the Board.
13. AUDITORS:
(A) Statutory Auditors:
In terms of the provisions of Section 139 of the Companies Act, 2013,
members of the Company in the 14th Annual General Meeting (AGM) held on 30th
September, 2021 has appointed M/s Sethia Manoj & Co., Chartered Accountants
(FRN: 021080C), as the Statutory Auditors of the Company for a period of five years i.e.
up to the conclusion of the 19th AGM of the Company. The Company has already
received the written consent and certificate pursuant to Section 139 of the Companies Act
2013 from M/s Sethia Manoj
& Co., Chartered Accountants (FRN: 021080C) confirming their
consent and eligibility under Section 139 and 141 of the Companies Act, 2013.
There are no qualifications or adverse remarks in the Auditors Report
which required any clarification/explanation. The notes on financial statements are
self-explanatory and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st
March, 2023 is annexed herewith for your kind perusal and information.
(B) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Company has appointed M/s S. Anjum & Associates,
Company Secretary in Practice, to undertake the secretarial audit of the Company.
Secretarial Audit Report for the financial year 2022-23 in the prescribed Form MR-3 is
annexed to this Report (Annexure- II).
Pursuant to the provisions of Section 204(3) and 134(3) of the
Companies Act, 2013, the Board of Directors of the Company provide following clarification
with regard to the qualifications/ observations made/raised by the Secretarial Auditor in
Secretarial Audit Report:
Company is in compliance with all the provisions of various acts
applicable to the Company. However due to some unavoidable technical reasons/ practical
difficulty, the Company has missed some point, of which the company taken note of and will
ensure compliance in the future.
(C) Cost Auditors: Not Applicable
14. LOANS, GUARANTEES AND INVESTMENTS:
The details of the investments made by the Company are given in the
financial statements.
15. RELATED PARTY TRANSACTIONS:
All the contracts / arrangements / transactions entered by the Company
during the financial year with its related parties were in the ordinary course of business
and on an arm's length basis and not material, therefore no disclosure required. (ANNEXURE-
III)
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In compliance of provisions of Section 135 of the Companies Act, 2013,
the Board of Directors of the Company has reconstituted Corporate Social Responsibility
Committee. The Corporate Social Responsibility Committee consists of the following
Directors:
S. No. Name & DIN |
Status (Chairman/ Member) |
1 Mr. Abhishek Gupta (DIN: 01260263) |
Chairman |
2 Mr. Awdhesh Shah (DIN: 00184656) |
Member |
3 Mr. Ambreesh Tiwari (DIN: 01582960) |
Member |
Corporate Social Responsibility Policy was approved/ adopted by the
Board of Directors after taking into account the recommendations made by the Corporate
Social Responsibility Committee and said policy is placed on the website of the Company
and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed
alongwith Annual Report on Corporate Social Responsibility.
In accordance with provisions of sub-section (5) of Section 135 of the
Companies Act, 2013 and in line with the CSR Policy of the Company, during the financial
year under review (i.e. 2022-23), the Company has spent Rs. 6,00,000/- (Rupees Six Lacs
Only) towards CSR activities, which is in excess of the limits specified under subsection
(5) of section 135 of the companies Act, 2013.
Annual Report on Corporate Social Responsibility as per Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is prepared and the same is
enclosed to this Report. (Annexure- IV)
17. CONSERVATION OF ENERGY:
In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules
made there under, relevant information about: (i) The steps taken or impact on
conservation of energy: Nil (ii) the steps taken by the company for utilizing alternate
sources of energy: Nil (iii) the capital investment on energy conservation
equipment's: Nil
18. TECHNOLOGY ABSORPTION:
In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules
made there under, relevant information about: (i) the efforts made towards technology
absorption: Nil (ii) the benefits derived like product improvement, cost reduction,
product development or import substitution: Nil (iii) in case of imported technology
(imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported: Nil (b) the year of import: Nil
(c) whether the technology been fully absorbed: Nil
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: Nil (iv) the expenditure incurred on Research and Development:
Nil
19. FOREIGN EXCHANGE EARNINGS AND OUTGO:
In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules
made there under, relevant information about: (i) The Foreign Exchange earned in terms of
actual inflows during the year: Nil (ii) The Foreign Exchange outgo during the year in
terms of actual outflows: Nil
20. RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to
negative consequences on the Company's businesses. Risk management is a structured
approach to manage uncertainty. A formal enterprise wide approach to Risk Management is
being adopted by the Company and key risks will now be managed within a unitary framework.
As a formal roll-out, all business divisions and corporate functions will embrace Risk
Management Policy and Guidelines and make use of these in their decision making. Key
business risks and their mitigation are considered in the annual/strategic business plans
and in periodic management reviews. The Risk Management policy is placed on the website of
the Company and can be accessed at www.wewinlimited.com.
21. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has in place adequate internal financial controls with
reference to financial statements.
22. DETAILS OF FRAUDS REPORTABLE U/S 143(12):
During the year under review, there is no fraud being or has been
committed in the Company or against the Company by officers or employees of the Company,
which are reportable by the Auditors to the Central Government or to the Board or to the
Audit Committee under Section 143(12) of the Companies Act, 2013; therefore, no disclosure
required in this regard.
23. DEPOSITS:
Your Directors state that no disclosure or reporting is required in
respect of Details relating todeposits covered under Chapter V of the Act, because there
were no transactions on these items during the financial year under review.
24. VIGIL MECHANISM:
As per provisions of Section 177(9) and Section 177(10) of the
Companies Act, 2013 and Rules madethereunder, the Company has established a Vigil
Mechanism for Directors and Employees to report their genuine concerns/ grievances, and
said mechanism is overseen by the Audit Committee of the Company and the Company has also
made provisions for direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases.
25. COMMITTEES OF THE BOARD:
The Company's Board has following Committees:
A. Audit Committee:
Pursuant to the provisions of Section 177 of the Companies Act, 2013
and rules made thereunder, the Board has constituted Audit Committee. The Audit Committee
consists of three Directors out of which two are Independent Directors. The Chairman of
the Audit committeeis an Independent Director. Committee consists of the following
Directors:
S. No. Name & DIN |
Status (Chairman/Member) |
Category |
1 Awdhesh Shah (DIN- 00184656) |
Chairman |
Independent/ Non-executive |
2 Ambreesh Tiwari (DIN-01582960) |
Member |
Independent/ Non-executive |
3 Abhishek Gupta (DIN- 01260263) |
Member |
Promoter/ Executive |
During the financial year under review, the Board has accepted all the
recommendations of the Audit Committee.
B. Nomination and Remuneration Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and rules made there under, the Board has reconstituted Nomination and Remuneration
Committee. The Nomination and Remuneration Committee consists of three non-executive
Directors out of which two are Independent Directors. The Chairman of the Nomination and
Remuneration Committee is an Independent Director. The table sets out the composition of
the Committee:
S. No. Name & DIN |
Status (Chairman/Member) |
Category |
1 Awdhesh Shah (DIN- 00184656) |
Chairman |
Independent/ Non-executive |
2 Ambreesh Tiwari (DIN- 01582960) |
Member |
Independent/ Non-executive |
3 Vipin Mittal (DIN- 08298530) |
Member |
Independent /Non-executive |
C. Stakeholders Relationship Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and rules made there under, the Board has constituted Stakeholders Relationship Committee.
The Stakeholders Relationship Committee consists of three Directors out of which two are
Independent Directors. The Chairman of the Stakeholders Relationship Committee is an
Independent Director. Committee consists of the following Directors:
S. No. Name & DIN |
Status (Chairman/Member) |
Category |
1 Ambreesh Tiwari (DIN- 01582960) |
Chairman |
Independent/ Non-executive |
2 Awdhesh Shah (DIN- 00184656) |
Member |
Independent/ Non-executive |
3 Sonika Gupta (DIN- 01527904) |
Member |
Promoter/ Executive |
26. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The board has, on the recommendation of the nomination &
remuneration committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration and said policyis placed on the website of the Company
and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed
with this report. (ANNEXURE- V)
27. REMUNERATION POLICY:
The board has, on the recommendation of the nomination &
remuneration committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration and said policyis placed on the website of the Company
and can be accessed at www.wewinlimited.com and said policy is also attached/ enclosed
with this report. (ANNEXURE- V)
28. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY
HOLDING OR
SUBSIDIARY COMPANY: Not Applicable
29. DISCLOSURE PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE
COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year:
S. No. Name |
Designation |
Ratio to median remuneration |
01. Mr. Abhishek Gupta (DIN: 01260263) |
Managing Director |
2667 % |
02. Mrs. Sonika Gupta (DIN: 01527904) |
Director |
2667 % |
b. The percentage increase in remuneration of each Director, Chief
Executive Officer, ChiefFinancial
Officer, Company Secretary or Manager if any, in the financial year:
During the financial year under review; there was no increase in the
remuneration of Managing Director and Director of the Company. Also there was no increase
in the remuneration of Chief Financial Officer and Company Secretary & Compliance
Officer of the company
c. The percentage increase in the median remuneration of employees in
the financial year:
Particulars |
2022-23 |
2021-22 |
Percentage increase in
median remuneration in 2022- 2023 |
Median Remuneration of employees |
2,25,000 |
2,16,000 |
104 % |
d. The number of permanent employees on the rolls of the Company:
Total number of permanent employees as on 31.03.2023 is 249.
e. Average percentile increases 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:
On an average individual employee's remuneration doesn't
increased in financial year 2022-23. Also, there was no increase in the remuneration of
Mr. Abhishek Gupta (DIN: 01260263) Managing Director and Mrs. Sonika Gupta (DIN: 01527904)
Director of the company in the financial year 2022-23.
The increase in remuneration is in line with the market trends, cost of
living and to ensure theretention of skilled staff.
There are no exceptional circumstances for increase in the managerial
remuneration.
f. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the remuneration
policy of the Company.
g. Statement containing the particulars of employees in accordance with
Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
S. No. Name &
Designation |
Remuneration (Per Annum) |
Nature of Employment
whether Contractual or otherwise |
Qualification |
Experience |
Date of commencement of
employment |
Age |
Last Employment held |
Relative of any Director
/Manage r of the Company |
1. Vineeta Gupta (Sr.
Manager) |
13,20,000/- |
Permanent |
MBA (HR) |
10 years |
31-Dec-16 |
32 |
Job in private company
(Holds 36000 equity shares of the company 0.35%) |
Nil |
2. Rakesh Ratan (Operations
Head) |
12,37,500/- |
Permanent |
BCOM, ICWA, Diploma in
Business Management |
21 years |
06-June- 22 |
53 |
|
Nil |
3. Dhruw Kumar Mishra
(Project Head) |
12,00,000/- |
Permanent |
MBA |
20 years |
06-Dec-17 |
52 |
Job in private company |
Nil |
4. Arti Gupta (Sr. Manager) |
10,20,000/- |
Permanent |
MBA |
3 years |
03-April- 20 |
44 |
Job in private company |
Nil |
5. Ashish Soni (Company
Secretary) |
9,00,000/- |
Permanent |
FCS, LLM, MCOM, BCOM |
7 years |
28-Sep-16 |
33 |
Job in private company |
Nil |
6. Syed Mumtaz Ahmad (Sr.
Manager) |
9,00,000/- |
Permanent |
MBA |
17 years |
14-Nov-14 |
33 |
Job in private company |
Nil |
7. Manish Prajapati (Project
Head) |
7,15,000/- |
Permanent |
MBA |
16 years |
01-July-15 |
47 |
Job in private company |
Nil |
8. Rahul Singh Bais (Head-
Business Developme nt) |
7,14,000/- |
Permanent |
MBA |
14 year s |
01-Apr-06 |
41 |
Job in private company
(Holds 9000 equity shares of the company 0.08%) |
Nil |
9. Ravish Kanojia (Sr.
Manager Operation s) |
6,60,000/- |
Permanent |
MBA |
18 years |
20-Oct-14 |
38 |
Job in private company
(Holds 9000 equity shares of the company 0.08%) |
Nil |
10. Anjali Patel (Head- HR) |
6,00,000/- |
Permanent |
MBA |
21 year s |
01-Aug-06 |
48 |
Job in private company
(Holds 9000 equity shares of the company 0.08%) |
Nil |
11. Rajesh Singh (Sr. Manager) |
6,00,000/- |
Permanent |
MBA |
11 years |
02-May- 18 |
43 |
Job in private company |
Nil |
12. Vinay Kumar Giri (CFO) |
6,00,000/- |
Permanent |
MBA |
17 years |
06-sep-06 |
40 |
Job in private company
(Holds 9000 equity shares of the company 0.08%) |
Nil |
There were no employees who in terms of remuneration drawn: i. if
employed throughout the financial year, was in receipt of remuneration for that year
which, in the aggregate, was not less than One Crore and Two Lakh rupees; ii. if employed
for a part of the financial year, was in receipt of remuneration for any part of that
year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand
rupees per month; iii. if employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equityshares of the company.
30. ANNUAL LISTING FEES:
During the financial year under review, the company confirms that the
annual listing fees to NSE and BSE for the financial year 2023-24 has been paid.
31. SHARES SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:
There are no shares in Suspense Account and/or in Unclaimed Suspense
Account.
32. CORPORATE GOVERNANCE:
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies and relationships with our stakeholders. At We Win, our
board exercises its fiduciary responsibilities in the widest sense of the term. Our
disclosures seek to attain the best practices in Corporate Governance also endeavor to
enhance long term shareholder value and respect minority rights in all our business
decisions. The Report on Corporate Governance as per the requirement of SEBI LODR 2015
forms part of this Annual Report. A Certificate from the MD and CFO of the Company in
terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial
Statements and Cash Flow Statements, adequacy of the internal control for financial
reporting, and reporting of matters to the Audit Committee, is also forming part of this
Annual Report.
(ANNEXURE- VI)
33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34(2)(e) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was
required to prepare/attach a Management Discussion and Analysis Report as a part of this
Board's Report or addition thereto and the same is attached as Annexure to this
Report. (ANNEXURE- VII)
34. INTER - SE RELATIONSHIP OF DIRECTORS:
S. No. Name & DIN of Director |
Relation with Directors |
1 Abhishek Gupta (DIN:
01260263) |
Spouse of Mrs. Sonika Gupta
(DIN: 01527904) Director of the company. |
2 Sonika Gupta (DIN: 01527904) |
Spouse of Mr. Abhishek Gupta
(DIN: 01260263), Managing Director of the company. |
3 Ambreesh Tiwari (DIN: 01582960) |
No Relation with Directors |
4 Awdhesh Shah (DIN: 00184656) |
No Relation with Directors |
5 Vipin Mittal (DIN: 08298530) |
No Relation with Directors |
6 Rajiv Singh (DIN: 02245630) |
No Relation with Directors |
7 Tarun Katyan (DIN: 10051938) |
No Relation with Directors |
35. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL
COMPLAINTS
COMMITTEE:
The company has constituted internal complaint committee in terms of
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 at its registered office.
Further during the financial year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
36. MAINTENANCE OF COST RECORD U/S 148(1) OF THE COMPANIES ACT 2013: Not
Applicable
37. COMPLIANCES OF SECRETARIAL STANDARDS:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
38. DEVIATION IN UTILSATION OF FUND:
The Company has utilized the funds received from IPO for objects stated
in the Offer Document therefore there is no deviation in utilization of fund and as on the
date of this report.
39. ISSUE OF SHARES THROUGH/UNDER THE EMPLOYEE STOCK OPTION SCHEME:
The Company in its 15th Annual General Meeting held on 30th
September 2022 has passed a Special Resolution for approving the Employee Stock Option
Scheme i.e "We Win Limited ESOP 2022". However, no ESOP's have been issued
in 2022-23.
40. CEO/CFO CERTIFICATE:
CEO/CFO Certificate as per Regulation 17(8) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
placed at (ANNEXURE- VIII) to the Board's Report.
41. GENERAL DISCLOSURES:
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 review:
1. Issue of Right Shares.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Buy Back of Shares.
5. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR: Not Applicable
43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable
44. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the
Directors confirm 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 or loss ofthe 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 companyand
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 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 allapplicable laws and that such systems were adequate and
operating effectively.
45. ACKNOWLEDGEMENT:
Your Directors wish to express their grateful appreciation to the
continued co-operation received fromthe Banks, Government Authorities, Customers, Vendors
and Members/Shareholders during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed service of the Executives,
staff and Workers of the Company and thank them for another excellent year.
For & on behalf of the Board of Directors of WE WIN LIMITED
Sd/- |
Sd/- |
Abhishek Gupta |
Adarsh Kumar |
(DIN: 01260263) |
(DIN: 07071473) |
Chairman |
Managing Director |
Place: Bhopal |
|
Dated: 25/08/2023 |
|
Form AOC-1
(Pursuant to first proviso to Sub-section (3) of Section 129 read with
Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the Financial Statement of
Subsidiaries or Associate Companies or Joint Ventures
Part A Subsidiaries:
(Information in respect of each subsidiary to be presented with amounts
in Rs. )
1. Sl. No. |
01 |
2. Name of the subsidiary |
NA |
3. The Date since when subsidiary was
acquired |
NA |
4. Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
NA |
5. Reporting currency and
Exchange rate as on the last date of the relevant Financial year in the case of foreign
subsidiaries |
NA |
6. Share capital |
NA |
7. Reserves & surplus |
NA |
8. Total assets |
NA |
9. Total Liabilities |
NA |
10. Investments |
NA |
11. Turnover |
NA |
12. Profit before taxation |
NA |
13. Provision for taxation |
NA |
14. Profit after taxation |
NA |
15. Proposed Dividend |
NA |
16 Extent of Shareholding (in percentage) |
NA |
Notes: The following information shall be furnished at the end of
the statement:
1. Names of subsidiaries which are yet to commence operations: Nil
2. Names of subsidiaries which have been liquidated or sold during the
year: Nil
Part B Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related
to Associate Companies and Joint Ventures
Name of Associate or Joint Venture |
Surevin Weartech Private Limited |
1. Latest audited Balance Sheet Date |
31/03/2023 |
2. Date on which the
Associate or Joint Venture was associated or acquired |
08/03/2018 |
3. Shares of Associate or
Joint Ventures held by the company on the year end |
|
No. |
4,000 |
Amount of Investment in Associate or Joint
Venture |
40,000 |
Extend of Holding (in percentage) |
40% |
4. Description of how there
is significant influence |
Company holds more than 20%
(i.e. 40%) of Total Share Capital (i.e. 1,00,000) of the Associate Company |
5. Reason why the Associate
/ Joint Venture is not Consolidated |
NA |
6. Net worth attributable
to Shareholding as per latest audited Balance Sheet |
Rs. 9.70/- lakhs i.e. 40% of
total Net Worth Rs. 24.26/- lakhs |
7. Profit or Loss for the year |
|
i. Considered in Consolidation |
Rs. (0.96)/- lakhs Loss After Tax |
ii. Not Considered in Consolidation |
-- |
1. Names of Associates or Joint Ventures which are yet to commence
operations: Nil
2. Names of Associates or Joint Ventures which have been liquidated or
sold during the year: Nil
Place: Bhopal |
For & on behalf of the
Board of Directors of |
Dated: 25/08/2023 |
WE WIN LIMITED |
|
Sd/- |
Sd/- |
For Sethia Manoj & Co. |
Abhishek Gupta |
Adarsh Kumar |
Chartered Accountants |
(DIN: 01260263) |
(DIN: 07071473) |
FRN: 021080C |
Chairman |
Managing Director |
Sd/- |
Sd/- |
Sd/- |
(CA Manoj Sethia) |
Vinay Kumar Giri |
Ashish Soni |
Partner |
Chief Financial Officer |
Company Secretary |
M.No: 076091 |
|
|
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended On 31st March, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members, We Win Limited
206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad
Road, Misrod, Bhopal, (M.P.) - 462047
I/We were appointed by the Board of Directors of We Win Limited
{CIN: L74999MP2007PLC019623} (hereinafter called "the Company") to
conduct Secretarial Audit for the financial year from 01st April, 2022 to 31st
March, 2023 ("the Audit Period"). I/We have conducted the secretarial audit of
the compliance of applicable statutory provisions and the adherence to good corporate
practices by the Company. Secretarial Audit was conducted in a manner that provided
me/us a reasonable basis for evaluating the corporate conduct/ statutory compliance and
expressing our opinion thereon.
Management's Responsibility:
The Management of the Company is completely responsible for preparation
and maintenance of Secretarial records and for developing proper systems to ensure
compliance with the provisions of applicable Laws, Rules and Regulations.
Auditor's Responsibility:
Our responsibility is to express an opinion on the secretarial records,
standards and procedures followed by the Company with respect to secretarial compliances,
on the basis of verification done by us on test basis. Further our responsibility is also
to express an opinion on existence of adequate Board Process and Compliance Mechanism/
Compliance Management System, based on these secretarial records as shown to me/us during
the said audit and also based on the information furnished to me/us by the officers and
the agents of the Company during said audit.
I/We have not reviewed the compliance by the Company of applicable
financial laws such as direct and indirect tax laws and maintenance of financial records
and books of accounts in this audit since the same have been subject to review by the
statutory financial auditors, tax auditors, and other designated professionals.
Based on verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company, to the extent
information provided by the Company, its Company Secretary, its Officers, Agents,
Functional Heads and Authorized Representatives during the conduct of Secretarial Audit,
the explanations and clarifications given to me/us and the representations made by the
management, I/we hereby report that in my/our opinion, the Company has, during the Audit
Period covering the financial year ended on 31st March, 2023, generally
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance - mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
I/We have examined the books, papers, minute books, forms and returns
filed and other records made available to me/us and maintained by the Company for the
financial year ended on 31st March, 2023 according to the provisions of: (i)
The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act') viz.:
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares a nd Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014; [Not Applicable to the Company during the Audit Period].
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; [Not Applicable to the Company during the Audit
Period].
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
Client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; [Not Applicable to the Company during the Audit Period].
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; [Not Applicable to the Company during the Audit Period].
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
(vi) The Management/ Company has identified and confirmed following
laws as specifically applicable to the Company:
The Information Technology Act, 2000;
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards on Meetings of Board of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.
(ii) The Listing Agreement entered into by the Company with National
Stock Exchange of India. The Company was Listed on SME Platform of National Stock Exchange
i.e. NSE Emerge upto 07/06/2022 and then the Company has entered into fresh Listing
Agreement with National Stock Exchange of India and BSE Limited for listing of its
Securities on the Exchange (Main Board). The Certificate has been issued to the Company on
June 13, 2022 and permitted to dealing on the Exchange (Capital Market Segment) w.e.f.
June 15, 2022 pursuant to migration from SME Emerge.
During the period under review, the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above
subject to the following observations as mentioned below:
1. The Companies Act, 2013 ("the Act") & Rules
made thereunder:
(a). During the period under review, the Company has entered into
contract or arrangement with a related party with respect to sale, purchase or supply of
any goods or materials directly or through appointment of agent, amounting to ten per cent
or more of the turnover of the company, as mentioned in clause (a) and clause (e)
respectively of sub-section (1) of section 188; for which, the Company is yet to take the
Shareholders approval. (b). Pursuant to Rule 6 (f) of section 149 of Companies Act 2013,
every individual who intends to get appointed as an Independent Director in a Company
shall before such appointment apply online for inclusion of his name to the Data Bank, in
our case, Mr Tarun Katyan Independent Director, has been appointed on 29.03.2023 however
he has obtained his IDDB Registration Certificate on 11/04/2023 due to some technical
glitches. (c). During the financial year under review, the Company has partially complied
with the provisions of Section
158 of the Companies Act, 2013 and Rules made thereunder.
(d). During the financial year under review, the Company has missed
to mention website addresses in some of the documents/communication, as provided in
section 12 of the Companies Act, 2013
2. The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations { "the Listing Regulations"}:
(a). During the financial year under review, the Company has received a
Notice for non compliance with
Regulation 23 (9) of Listing Regulation for which the Company has
replied adequately and also paid fine of Rs. 5000/- to NSE & and Rs. 5000/- BSE and
simultaneously applied for waiver on 10th day January 2023 for which result is
still awaited. (b). The Statutory Auditor has issued a consolidated report of We Win
limited that includes Limited Review of
Surewin Weartech Private Limited and no independent limited review of
Surewin Weartech Private Limited as per Regulation 33 of Listing Regulations. However as
per Management view Consolidated report is suffice. (c). The Company is in the
process to take the Shareholders approval as per the Regulation 23 (4) of Listing
Regulations for material related party transactions.
3. Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(a). As per information given by the management, the Company has not
issued/allotted any security to any
Non-Resident of India; however the statement showing shareholding
pattern as on 31/03/2023 {prepared as per Regulation 31 of the SEBI (LODR) Regulations,
2015} includes/reflects NRI shareholding of 18530 shares (representing total 0.18% of
total shareholding of the Company) and as per clarification given by the management,
aforesaid 18530 shares have been purchased by the 14 (Fourteen) NRI(s) from open market
through trading; therefore the provisions/requirements of Foreign Exchange Management Act,
1999 and the rules/ regulations made thereunder should be deemed to be not applicable to
the Company for the financial year 2022-23.
4. The Information Technology Act, 2000 :
As per information given by the management, during the financial year
under review, the Company has not submitted any Report/ Return/ Information/ Document/
Detail, to any Authorities/ Institution, under the Information Technology Act, 2000 and
the Company has also not received any show cause notice/ objection/ any other order/
Directions from any Authority in this regard.
5. Labour Laws:
Labour Laws (other than EPF & ESI): Due to non availability
adequate supportings/ documents, we are unable to report compliance of Labour Laws
applicable to the Company, other than EPF & ESI.
6. During the financial year under review, the Company has
partially complied with the provisions/ requirements of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above, in respect of details/ documents/ matters
required to be disclosed/ placed/ uploaded on the Website of the Company.
7. We have reviewed the compliance by the Company of applicable
Labour/Specific and Other laws on test basis and on the information and supporting
provided by Management from time to time and of opinion, that the Company has generally
complied (except to the extent specifically mentioned above) with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc mentioned above; however there are
some procedural/ Technical/ Legal lacunas in complying with some of the Act, Rules,
Regulations, Guidelines, Standards, etc. Although we are not commenting on the
appropriateness of coverage as well as calculation for the same and for maintenance of
Statutory Records.
8. The Reporting of all the above mentioned Act/ Rules/
Regulations/ Guidelines/ Standards is made only on the basis of verification of the
Company's books, papers, minutes books, forms and returns filed, documents/
information and other records furnished by/ obtained from the Company and its officers,
and on the basis of information available at the Registered Office of the Company.
I/We further report that:
The Board of Directors of the Company is constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act except to the
extent specifically mentioned in this Report.
As per information/declaration given by the management and as per
verification done by us on the test basis, adequate notices along with agenda and detailed
notes on agenda were given to all Directors, to schedule the Board Meetings, at least
seven days in advance and Board Meetings called at shorter notice (if any) were generally
in compliance with applicable provisions of the Act, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
As per the minutes of the meetings recorded and signed by the Chairman/
Chairperson, the decisions of the Board were unanimous and no dissenting views have been
recorded.
As per information/ declaration given by the management, the Company
has kept and maintained a Register of Contract or Arrangements in which Directors are
interested in Form MBP-4 and during the financial year under review, aforesaid Register
(Form MBP-4) is not placed before the Board in any meeting of the Board because no
particular/details of contacts or arrangements under sub-section (2) of Section 184 and/or
under Section 188 have been entered in aforesaid Register (Form MBP-4) as all the
transactions have been entered on arms length basis and in due course of Business.
On the basis of information provided by the management, I/We further
report that during the audit period, following events have occurred which are deemed
to have major bearing on the Company's affairs in pursuance of the above referred
laws, rules, regulations, guidelines, standards, etc:
(a) The Members of the Company have passed Special resolution for
Migration of Equity shares of the Company from NSE Emerge (SME platform of NSE) to the
Main Board of NSE & BSE through Postal Ballot (done through Remote e-voting only in
compliance/ accordance with the Circulars issued by the Ministry of Corporate Affairs) on
03rd February, 2022 and the Equity Shares of the company has been listed on
Capital Market Segment (Main Board) w.e.f. June 15, 2022.
I/We further report that there are generally adequate systems and
processes in the Company commensurate with the size and operations of the Company, to
monitor and ensure compliance with applicable Laws, Rules, Regulations, Standards and
Guidelines; however some deviations were observed during the audit period, but now the
Company through its Company Secretary and/or Consultants/ Experts/ Advisors/ Advocates/
Professionals, is striving to ensure timely compliance with the different Acts/ Laws/
Rules/ Regulations/ Standards and Guidelines.
For S. Anjum & Associates
Company Secretaries
Sd/- |
Shadab Anjum |
Membership No.: FCS 8893 |
C.P. NO: 10253 |
Email: csshadabanjum@gmail.com |
Bhopal |
Dated: 21st August, 2023 |
UDIN: F008893E000832133 |
PRN : 2009/2022 |
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.
To,
The Members, We Win Limited
206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad
Road, Misrod, Bhopal, (M.P.) - 462047
My/Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My/Our responsibility is to express an opinion on these
secretarial records based on my/our audit.
2. I/We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I / We believe that the processes and practices, I /
we followed provide a reasonable basis for my/our opinion.
3. I/We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Where ever required, I/we have obtained the Management
representation about the compliance of laws, rules and regulations and happening of events
etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My/Our
examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
For S. Anjum & Associates
Company Secretaries
Sd/-
Shadab Anjum
Membership No.: FCS 8893
C.P. NO: 10253
Email: csshadabanjum@gmail.com
Bhopal Dated 21st August, 2023 UDIN: F008893E000832133 PRN:2009/2022
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto:
1. Details of contracts or arrangements or transactions not at
arm's length basis:
Sr. No. Name(s) of the
related party and nature of relationship |
Nature of contracts/
Arrangements/ transaction s |
Duration of the contracts
/Arrangements/ transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any |
Justification for entering
into such contracts or arrangements or transactions |
Date(s) of approval by the
Board |
Amount paid as advances , if
any |
Date on which the special
resolution was passed in General meeting as required under first proviso to section 188 |
1. NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
2. Details of material contracts or arrangement or transactions
at arm's length basis:
Sr. No. Name(s) of the relate
party and nature of relationship |
Nature of contracts/
Arrangements/ transactions |
Duration of the contracts/
Arrangements/ transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any |
Date(s) of approval by the
Board |
Amount paid as advances, if
any |
1. NA |
NA |
NA |
NA |
NA |
NA |
For & on behalf of the Board of Directors of WE WIN LIMITED
Sd/- |
Sd/- |
Abhishek Gupta |
Adarsh Kumar |
(DIN: 01260263) |
(DIN: 07071473) |
Chairman |
Managing Director |
Place: Bhopal |
|
Dated: 25/08/2023 |
|
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company:
As per CSR Policy Attached.
Web-Link to the CSR policy:
http://www.wewinlimited.com/policies/csr-policy.pdf
2. Composition of the CSR Committee:
Sr. No. Name of the
Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Mr. Abhishek Gupta (DIN:
01260263) |
Chairman / Promoter executive |
1 |
1 |
2 Mr. Ambreesh Tiwari (DIN-
01582960) |
Member / Independent
Non-executive |
1 |
1 |
3 Mr. Awdhesh Shah (DIN-
00184656) |
Member / Independent
Non-executive |
1 |
1 |
3. The web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the Board are disclosed on the website of the company:
http://www.wewinlimited.com
4. Provide the Executive Summary along with web link(s) of
Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable: NA
5. (a) Average net profit of the company as per Section 135(5): Rs.
2,89,00,000/- lakhs (b) Two percent of average net profit of the company as per section
135(5): Rs. 5,78,000/- .
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NA
(d) Amount required to be set off for the financial year, if any: NA
(d) Total CSR obligation for the financial year (5b+5c-5d): Rs.
5,78,000/-.
6. (a) Amount spent on CSR Projects (Both ongoing project and
other than ongoing project:
Rs. 6,00,000/-
(b) Amount spent in Administrative Overheads: NA
(c) Amount spent on Impact Assessment, if applicable: NA
(d) Total amount spent for the Financial Year (6a+6b+6c): Rs.
6,00,000/- (e) CSR amount spent or unspent for the financial year:
|
Amount Unspent (in Rs.) |
Total Amount Spent for the
Financial Year |
Total Amount
transferred to Unspent CSR Account as per section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5) |
(in Rs.) |
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
Rs. 6,00,000/- |
NA |
NA |
NA |
NA |
NA |
(f) Excess amount for set off, if any: Rs. 22,000/-
Sr. No. Particular |
Amount (in Rs.) |
(i) Two percent of average net profit of the
company as per section 135(5) |
5,78,000 |
(ii) Total amount spent for the Financial
Year |
6,00,000 |
(iii) Excess amount spent for the financial
year [(ii)-(i)] |
22,000 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
NA |
(v)Amount available for set off in succeeding
financial years [(iii)-(iv)] |
22,000 |
7. Details of Unspent CSR amount for the preceding three
financial years:
Sl. No. Preceding
Financial Year(s) |
Amount transferred to
Unspent CSR Account under section 135 |
Balance Amount in Unspent
CSR Account |
Amount spent in the
Financial Year (in Rs.) |
Amount
transferred to a fund as specified under Schedule VII as per second proviso to sub
-section 135(5), if any |
Amount remaining to be
spent in succeeding |
Deficiency, if any |
|
(6) (in Rs.) |
under section 135 (6) (in
Rs.) |
|
Amount (in Rs). |
Date of transfer |
Financial years (in Rs.) |
|
1 FY 2019-20 |
NA |
|
NA |
NA |
NA |
NA |
|
2 FY 2020-21 |
NA |
|
NA |
NA |
NA |
NA |
|
3 FY 2021-22 |
NA |
|
NA |
NA |
NA |
NA |
|
TOTAL |
-- |
|
-- |
-- |
-- |
-- |
|
8. Whether any capital assets have been created or acquired
through Corporate Social Responsibility amount spent in the Financial year: No If
Yes, enter the number of Capital assets created/acquired: NA Furnish the details
relating to such asset(s) so created or acquired through Corporate Social Responsibility
amount spent in the Financial Year:
S. No. |
Short Particulars of the
property or asset(s) (including complete address and location of the property) |
Pin code of the property
or asset(s) |
Date of Creation |
Amount of CSR amount
spent |
Details of
entity / Authority/ beneficiary of the registered owner |
1 |
2 |
3 |
4 |
5 |
6 |
|
|
|
|
|
CSR Regn No. if applicable |
Name |
Registered Address |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, municipal office / municipal corporation/ gram panchayat is to be
specified and also the area of the immovable property as well as boundaries).
9. Specify the reason(s), if the Company has failed to spend two
per cent of the average net profit as per section 135(5): NA
For & on behalf of the Board of Directors of WE WIN LIMITED
Sd/- |
Sd/- |
Abhishek Gupta |
Adarsh Kumar |
(DIN: 01260263) |
(DIN: 07071473) |
Chairman of CSR Committee & |
Managing Director |
Director |
|
Place: Bhopal |
|
Dated: 25/08/2023 |
|
Corporate Social Responsibility (CSR) Policy
This Corporate Social Responsibility Policy ("the CSR
Policy") has been framed by We Win Limited (the
Company) in accordance with the Section 135, Schedule VII of the
Companies Act, 2013 and CSR Rules issued by the Ministry of Corporate Affairs.
Company Philosophy for CSR Policy:
This policy encompasses the company's philosophy for giving back
to society as a corporate citizen and lays down the guidelines and mechanism for
undertaking socially useful programmes for the welfare & sustainable development of
the community at large.
This policy shall apply to all CSR initiatives and activities to be
undertaken by the Company as per provisions of Companies Act, 2013 and rules made there
under as applicable from time to time.
Purpose
To lay down guidelines and ensuring the implementation of CSR
initiatives in letter and spirit through appropriate procedures and reporting.
Corporate Social Responsibility Committee:
Board of Directors shall constitute the Corporate Social Responsibility
Committee ("the Committee") comprising of three Directors out of which one
Director shall be an Independent Director.
Board of Directors of the Company may re-constitute the Committee, as
and when required to do so, by following the sections, sub-sections, rules, regulations,
notifications issued or to be issued, from time to time, by the Ministry of Corporate
Affairs or the Central Government of India. The Committee shall exercise powers and
perform the functions assigned to it by the Board of Directors of the Company pursuant to
section 135 of the Companies Act, 2013 and CSR Rules notified with regard thereto.
The meetings of the Committee can be convened as and when deemed
appropriate to discuss and review CSR activities and Policy. A quorum of two members is
required to be present for the proceedings to take place.
The Company Secretary shall act as Secretary to the Committee.
CSR Activities:
Pursuant to Schedule VII of the Companies Act, 2013, the Committee has
approved the following activities as "CSR Activities" to be under take under the
CSR policy of the Company. The Board of Directors has reviewed the said activities and
express its consent to the Committee to pursue the said activities under CSR policy of the
Company under section 135 of the Companies Act, 2013, Schedule VII and other applicable
rules, regulations, notifications etc., issued/to be issued from time to time.
Approved CSR Activities:
1. Eradicating hunger, poverty and malnutrition, promoting health care
including preventive health care and sanitation including contribution to the Swatch
Bharat Kosh set-up by the Central Government for the promotion of sanitation and making
available safe drinking water;
2. Promoting education, including primary, secondary and higher
secondary education, as well as special education and employment enhancing vocation skills
especially among children, women, elderly and the differently abled and livelihood
enhancement projects;
3. Promoting gender equality, empowering women, setting up homes and
hostels for women and orphans; setting up old age homes, day care centres and such other
facilities for senior citizens and measures for reducing inequalities faced by socially
and economically backward groups;
4. Ensuring environmental sustainability, ecological balance,
protection of flora and fauna, animal welfare, agro forestry, conservation of natural
resources and maintaining quality of soil, air and water including contribution to the
Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
5. Protection of national heritage, art and culture including
restoration of buildings and sites of historical importance and works of art; setting up
public libraries; promotion and development of traditional art and handicrafts;
6. Measures for the benefit of armed forces veterans, war widows and
their dependents;
7. Training to promote rural sports, nationally recognised sports,
paralympic sports and Olympic sports;
8. Contribution to the prime minister's national relief fund or any
other fund set up by the central govt. for socio economic development and relief and
welfare of the schedule caste, tribes, other backward classes, minorities and women;
9. Contributions or funds provided to technology incubators located
within academic institutions which are approved by the central govt; 10. Rural development
projects;
11. Slum area development;
Exclusion from CSR
The following activity shall not form part of the CSR activities of the
Company: -
1. The activities undertaken in pursuance of normal course of business
of a company.
2. CSR projects/programs or activities that benefit only the employees
of the Company and their families.
3. Any contribution directly/indirectly to political party or any funds
directed towards political parties or political causes.
4. Any CSR projects/programs or activities undertaken outside India.
Budget for CSR Activity& CSR Expenses:
The Company shall allocate the budget for CSR activities. The minimum
budgeted amount for a financial year shall be 2% of the average net profit of three
immediate preceding financial years. The Company may allocate more fund/amount than the
amount prescribed under section 135 of the Companies Act, 2013, for the CSR activities for
any financial year. The Committee shall calculate the total fund for the CSR activities
and recommend to the Board for the approval. The Board shall approve the total fund to be
utilized for CSR activity for respective financial year.
However if the Company ceases to be covered under sub-section (1) of
Section 135 of the Act for three financial years, then it shall not be required to, comply
with the provisions laid down under sub-section (2) to (5) of the said section, till such
time it meets the criteria specified in sub-section (1) of the Act.
Transparent Monitoring Mechanism
The CSR Committee shall prepare a transparent monitoring mechanism for
ensuring proper utilization of funds/implementation of the projects/ programmes
/activities proposed to be undertaken by the Company.
The CSR Committee shall have the authority to obtain professional
advice from external sources and have full access to information contained in the records
of the Company as well as the powers to call any employee or external consultant or such
other person(s) and for such purpose as may be deemed expedient for the purpose of
accomplishments of overall CSR objectives laid down under the Act.
Review and Reporting
The CSR Committee will review and provide progress update to the Board
of Directors every six months/at such other intervals as it may deem fit. The Company will
report the details of CSR initiatives and activities of the Company in the Directors'
Report and on the website of the Company, as required under the Regulations.
Monitoring
The CSR Committee and persons /entities authorised by it, will conduct
due diligence checks on the current CSR activities/projects at such intervals as it may
deem fit and report anomalies, if any, immediately.
Amendments to the Policy
The Board of Directors on its own and/or as per the recommendations of
CSR Committee can amend this Policy, as and when required as deemed fit, any or all
provisions of the CSR Policy would be subject to revision/amendment in accordance with the
Act on the subject as may be issued from relevant statutory authorities, from time to
time.
NOMINATION AND REMUNERATION POLICY
Introduction:
This policy on nomination and remuneration of Directors, Key Managerial
Personnel and Senior Management has been formulated by the Committee, in compliances with
Section 178 of the Companies Act, 2013 read along with applicable rules thereto.
Objectives of the Committee:
The Committee shall:
i. Formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy relating to
the remuneration of Directors, key managerial personnel and other employees.
ii. Formulation of criteria for evaluation of the Independent Director
and to carry out evaluation of every Director's performance and to provide necessary
report to the Board for further evaluation.
iii. Devising a policy on Board diversity.
iv. Identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management positions in accordance with
the criteria laid down in this policy.
v. To provide to Key Managerial Personnel and Senior Management reward
linked directly to their effort, performance, dedication and achievement relating to the
Company's operations.
vi. To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive advantage.
vii. Ensure that level and composition of remuneration is reasonable
and sufficient, relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
viii. To carry out any other function as is mandated by the Board from
time to time and / or enforced by any statutory notification, amendment or modification,
as may be applicable.
ix. To perform such other functions as may be necessary or appropriate
for the performance of its duties.
x. To develop a succession plan for the Board and to regularly review
the plan.
Definitions:
"Act":- Act means the Companies Act, 2013 and Rules
framed thereunder, as amended from time to time.
"Board":-Board means Board of Directors of the
Company.
"Director":-Directors means Directors of the Company.
"Committee":- Committee means Nomination and
Remuneration Committee of the Company as constituted or reconstituted by the Board, from
time to time.
"Company":- Company means We Win Limited.
"Independent Director":- As provided under the
Companies Act, 2013, Independent director' shall mean a non-executive director,
other than a nominee director of the Company:
a. who, in the opinion of the Board, is a person of integrity and
possesses relevant expertise and experience; b. (i) who is or was not a promoter of the
Company or its holding, subsidiary or associate company; (ii) who is not related to
promoters or directors in the company, its holding, subsidiary or associate company; c.
apart from receiving director's remuneration, has or had no pecuniary relationship with
the Company, its holding, subsidiary or associate Company, or their promoters, or
directors, during the two immediately preceding financial years or during the current
financial year;
d. none of whose relatives has or had pecuniary relationship or
transaction with the Company, its holding, subsidiary or associate Company, or their
promoters, or directors, amounting to two percent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current
financial year;
e. who, neither himself nor any of his relatives
i. holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company in any
of the three financial years immediately preceding the financial year in which he is
proposed to be appointed;
ii. is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial year in which he is proposed
to be appointed; of-
(A). a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate Company; or
(B). any legal or a consulting firm that has or had any transaction
with the Company, its holding, subsidiary or associate Company amounting to ten per cent
or more of the gross turnover of such firm;
iii. holds together with his relatives two per cent or more of the
total voting power of the Company; or
iv. is a Chief Executive or director, by whatever name called, of any
non-profit organization that receives twenty-five per cent or more of its receipts from
the Company, any of its promoters, directors or its holding, subsidiary or associate
Company or that holds two per cent or more of the total voting power of the Company; or
f. who possesses such other qualification as may be prescribed under
the applicable statutory provisions/ regulations
g. is a material supplier, service provider or customer or a lessor or
lessee of the Company;
h. who is not less than 21 years of age.
"Key Managerial Personnel":- Key Managerial Personnel
(KMP) means-
(i) the Chief Executive Officer or the managing director or the
manager; (ii) the Whole-Time Director; (iii) the Company Secretary; (iv) the Chief
Financial Officer; and
(v) such other officer as may be prescribed under the applicable
statutory provisions/ regulations.
"Senior Management":- The expression senior
management' means personnel of the Company who are members of its core management
team excluding Board of Directors comprising all members of management one level below the
executive directors, including the functional heads.
"Nomination and Remuneration Committee" shall mean a
Committee of Board of Directors of the Company, constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013.
"Policy or This Policy" means, "Nomination and
Remuneration Policy.
"Remuneration" means any money or its equivalent given
or passed to any person for services rendered by him and includes perquisites as defined
under the Income-tax Act, 1961.
Unless the context otherwise requires, words and expressions used in
this policy and not defined herein but defined in the Companies Act, 2013 as may be
amended from time to time shall have the meaning respectively assigned to them therein.
Guiding Principles
The Policy ensures that i. The level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully
ii. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
iii Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company and its goals.
Applicability:
The Policy is applicable to i. Directors (Executive and Non Executive)
ii. Key Managerial Personnel iii. Senior Management Personnel iv. Employees
Constitution of the Nomination and Remuneration Committee:
The Board has the power to constitute/ reconstitute the Committee from
time to time in order to make it consistent with the Company's policy and applicable
statutory requirement.
Membership: a. The Committee shall consist of a minimum 3
non-executive directors, majority of them being independent. b. Minimum two (2) members
shall constitute a quorum for the Committee meeting. c. Membership of the Committee shall
be disclosed in the Annual Report.
d. Any member of this committee ceasing to be a director shall also be
ceased to be a member of the Nomination and Remuneration Committee
Chairman:
a. Chairman of the Committee shall be an Independent Director.
b. Chairperson of the Company may be appointed as a member of the
Committee but shall not be a Chairman of the Committee.
c. In the absence of the Chairman, the members of the Committee present
at the meeting shall choose one amongst them to act as Chairman.
d. Chairman of the Nomination and Remuneration Committee meeting could
be present at the Annual General
Meeting or may nominate some other member to answer the
shareholders' queries.
Frequency of Meetings:
The Committee shall meet at such regular intervals as may be required.
Committee Members' Interests:
a. A member of the Committee is not entitled to be present when his or
her own remuneration is discussed at a meeting or when his or her performance is being
evaluated.
b. The Committee may invite such executives, as it considers
appropriate, to be present at the meetings of the Committee.
Secretary:
The Company Secretary of the Company shall act as Secretary of the
Committee.
Voting:
a. Matters arising for determination at Committee meetings shall be
decided by a majority of votes of Members present and voting and any such decision shall
for all purposes be deemed a decision of the Committee. b. In the case of equality of
votes, the Chairman of the meeting will have a casting vote.
General Appointment Criteria:
i. The Committee shall consider the ethical standards of integrity and
probity, qualification, expertise and experience of the person for appointment as
Director, KMP or at Senior Management level and accordingly recommend to the Board his /
her appointment.
ii. The Company should ensure that the person so appointed as Director/
Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the
Companies Act, 2013, rules made there under or any other enactment for the time being in
force.
iii. The Director/ Independent Director/ KMP/ Senior Management
Personnel shall be appointed as per the procedure laid down under the provisions of the
Companies Act, 2013, rules made there under, or any other enactment for the time being in
force.
iv. The Company shall not appoint or continue the employment of any
person as Managing Director/Whole-time Director/Manager who has attained the age of
seventy years. Provided that the term of the person holding this position may be extended
beyond the age of seventy years with the approval of shareholders by passing a special
resolution based on the explanatory statement annexed to the notice for such motion
indicating the justification for extension of appointment beyond seventy years.
Term / Tenure:
The Term / Tenure of the Directors shall be governed as per provisions
of the Companies Act, 2013 and rules made there under as amended from time to time.
1. Managing Director/Whole-time Director/Manager (Managerial Person): -
The Company shall appoint or reappoint any person as its Managerial Person for a term not
exceeding five years at a time. No re-appointment shall be made earlier than one year
before the expiry of term.
2. Independent Director: - An Independent Director shall hold office
for a term up to five consecutive years on the Board of the Company and will be eligible
for appointment on passing of a special resolution by the Company and disclosure of such
appointment in the Board's Report. No Independent Director shall hold office for more than
two consecutive terms, but such Independent Director shall be eligible for appointment
after expiry of three years of ceasing to become an Independent Director. Provided that an
Independent Director shall not, during the said period of three years, be appointed in or
be associated with the Company in any other capacity, either directly or indirectly. At
the time of appointment of Independent Director it should be ensured that number of Boards
on which such Independent Director serves as an Independent Director.
Evaluation:
The Committee shall carry out evaluation of performance of every
Director, KMP and Senior Management at regular interval (yearly).
Removal:
Due to reasons for any disqualification mentioned in the Companies Act,
2013, rules made there under or under any other applicable Act, rules and regulations or
any other reasonable ground, the Committee may recommend to the Board for removal of a
Director, KMP or Senior Management Personnel subject to the provisions and compliance of
the said Act, rules and regulations.
Retirement:
The Director, KMP and Senior Management shall retire as per the
applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.
The Board will have the discretion to retain the Director, KMP, Senior Management in the
same position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
Criteria for Evaluation of the Board:
Following are the Criteria for evaluation of performance of the Board:
1. Executive Directors: The Executive Directors shall be evaluated on
the basis of targets/Criteria given to executive Directors by the Board from time to time
2. Non Executive Director: The Non Executive Directors shall be
evaluated on the basis of the following criteria i.e. whether they:
(a) act objectively and constructively while exercising their duties;
(b) exercise their responsibilities in a bona fide manner in the
interest of the Company;
(c) devote sufficient time and attention to their professional
obligations for informed and balanced decision making;
(d) do not abuse their position to the detriment of the company or its
shareholders or for the purpose of gaining direct or indirect personal advantage or
advantage for any associated person;
(e) refrain from any action that would lead to loss of his independence
(f) inform the Board immediately when they lose their independence,
(g) assist the Company in implementing the best corporate governance
practices.
(h) strive to attend all meetings of the Board of Directors and the
Committees;
(i) participate constructively and actively in the committees of the
Board in which they are chairpersons or members;
(j) strive to attend the general meetings of the Company;
(k) keep themselves well informed about the Company and the external
environment in which it operates;
(l) do not to unfairly obstruct the functioning of an otherwise proper
Board or committee of the Board;
(m) moderate and arbitrate in the interest of the Company as a whole,
in situations of conflict between management and shareholder's interest.
(n) abide by Company's Memorandum and Articles of Association,
Company's policies and procedures including code of conduct, insider trading etc.
Policy on Board diversity:
The Board of Directors shall have the optimum combination of Directors
from the different areas/fields like production, Management, Quality Assurance, Finance,
Sales and Marketing, Supply chain, Research and Development, Human Resources etc or as may
be considered appropriate. The Board shall have at least one Board member who has
accounting or related financial management expertise and financially literate.
Remuneration:
The Committee will recommend the remuneration to be paid to the
Managing Director, Whole Time Director, KMP and Senior Management Personnel to the Board
for their approval. The level and composition of remuneration so determined by the
Committee shall be reasonable and sufficient to attract, retain and motivate directors,
Key Managerial Personnel and Senior Management of the quality required to run the Company
successfully. The relationship of remuneration to performance should be clear and meet
appropriate performance benchmarks. The remuneration should also involve a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the Company and its goals:
General:
1. The remuneration / compensation / commission etc. to Managerial
Person, KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration / compensation / commission etc.
shall be subject to the prior/post approval of the shareholders of the Company and Central
Government, wherever required.
2. The remuneration and commission to be paid to Managerial Person
shall be as per the statutory provisions of the Companies Act, 2013, and the rules made
thereunder for the time being in force.
3. Increments to the existing remuneration / compensation structure may
be recommended by the Committee to the Board which should be within the slabs approved by
the Shareholders in the case of Managerial Person. Increments will be effective from the
date of reappointment in respect of Managerial Person and 1st April in respect of other
employees of the Company.
4. Where any insurance is taken by the Company on behalf of its
Managerial Person, KMP and any other employees for indemnifying them against any
liability, the premium paid on such insurance shall not be treated as part of the
remuneration payable to any such personnel. Provided that if such person is proved to be
guilty, the premium paid on such insurance shall be treated as part of the remuneration.
Remuneration to Managerial Person, KMP and Senior Management:
1. Fixed pay: Managerial Person, KMP and Senior Management shall be
eligible for a monthly remuneration as may be approved by the Board on the recommendation
of the Committee in accordance with the statutory provisions of the Companies Act, 2013,
and the rules made there under for the time being in force. The break-up of the pay scale
and quantum of perquisites including, employer's contribution to P.F, pension scheme,
medical expenses, club fees etc. shall be decided and approved by the Board on the
recommendation of the Committee and approved by the shareholders and Central Government,
wherever required.
2. Minimum Remuneration: If, in any financial year, the Company has no
profits or its profits are inadequate, the Company shall pay remuneration to its
Managerial Person in accordance with the provisions of Schedule V of the Companies Act,
2013 and if it is not able to comply with such provisions, with the prior approval of the
Central Government.
3. Provisions for excess remuneration: If any Managerial Person draws
or receives, directly or indirectly by way of remuneration any such sums in excess of the
limits prescribed under the Companies Act, 2013 or without the prior sanction of the
Central Government, where required, he / she shall refund such sums to the Company and
until such sum is refunded, hold it in trust for the Company. The Company shall not waive
recovery of such sum refundable to it unless permitted by the Central Government.
Remuneration to Non-Executive / Independent Director:
1. Remuneration / Commission: The remuneration / commission shall be in
accordance with the statutory provisions of the Companies Act, 2013, and the rules made
there under for the time being in force.
2. Sitting Fees: The Non- Executive / Independent Director may receive
remuneration by way of fees for attending meetings of Board or Committee thereof. Provided
that the amount of such fees shall not exceed the maximum amount as provided in the
Companies Act, 2013, per meeting of the Board or Committee or such amount as may be
prescribed by the Central Government from time to time.
3. Limit of Remuneration /Commission: Remuneration /Commission may be
paid within the monetary limit approved by shareholders, subject to the limit not
exceeding 1% of the net profits of the Company computed as per the applicable provisions
of the Companies Act, 2013.
Minutes of Committee Meeting:
Proceedings of all meetings must be minuted and signed by the Chairman
of the said meeting or the Chairman of the next succeeding meeting. Minutes of the
Committee meeting will be tabled at the subsequent Board and Committee meeting.
Deviations from this policy
Deviations on elements of this policy in extraordinary circumstances,
when deemed necessary in the interests of the Company, will be made if there are specific
reasons to do so in an individual case.
For & on behalf of the Board of Directors of WE WIN LIMITED
Sd/- |
Sd/- |
Abhishek Gupta |
Adarsh Kumar |
(DIN: 01260263) |
(DIN: 07071473) |
Chairman |
Managing Director |
Place: Bhopal |
|
Dated: 25/08/2023 |
|