Mar 31, 2024
Your Directors are pleased to present the 16th Annual Report of your company
together with the Financial Statement for the year ended March 31, 2024.
|
Particulars |
2022-24 |
2022-23 |
|
Revenue from Operation |
1080.69 |
1 177.38 |
|
Other income |
21.43 |
20.53 |
|
Total Income |
1,102.12 |
1,197.91 |
|
Total expenses |
1049.62 |
1004.42 |
|
Profit / (Loss) be{ore Exceptional and |
52.50 |
193.49 |
|
Provision for Tax |
0 |
0 |
|
(1) Current Tax |
15.00 |
51.48 |
|
(2) Deferred tax (income)/expenses |
(1.78) |
(2.68) |
|
(3) Taxes of Earlier Years |
0.01 |
|
|
Profit (Loss) for the year |
39.27 |
144.69 |
For the year under review, your director does not recommend any dividend on
the equity shares of the Company to conserve the funds for the companyâs
future expansion.
The Company has earned revenue from operation of Rs. 1,080.69/- in the
current Financial year 2023-24, against revenue from operation of Rs.
] ,177.38/- in the immediately preceding financial year. The Profit of the
Company for the year has decreased to Rs. 39.27/- as compared to Rs.
144.69/- in the previous year. The Company will try to achieve the
performance in terms of profit in next year by making more initiatives in the
activities of the Company.
Further Company has inserted following clauses in clause III (A) of the
Memorandum of Association of Company after existing clause 1 by Resolution
Passed by members in General meeting Dated Resolution in General Meeting
dated 2nd November, 2023;
2. To carry on the business of Software designing, development,
customization, implementation, maintenance, testing and benchmarking,
designing, developing and dealing in computer software and solutions, and
to import, export, sell, purchase, distribute, host (in data centers or over
the web) or otherwise deal in own and third party computer software
packages, programs and solutions, and to provide internet / web based
applications, services and solutions, provide or take up Information
technology related assignments on sub-contracting basis, offering services
on-site/ offsite or through development centers using owned /hired or third
party infrastructure and equipment, providing solutions/ Packages/
services through applications services provider mode via internet or
otherwise, to undertake IT enabled services like data processing, Back
office processing, data warehousing and database management
3. To carry on the business of travel agents and tour operators for travel in
India or elsewhere and providing assistance in booking travel tickets
including assistance with booking travel tickets, including e-ticketing and
internet ticketing, for various modes of transportation, such as buses,
airlines, ships, boats, and hovercrafts, e-ticketing and internet ticketing
and reservations for accommodation in hotels, inns, restaurants, shows,
concerts, plays, theatres, games, guest houses, and all other types of
lodging with bed and breakfast or mere lodgings, and for conducting tours
by buses, airlines, ships, boats, hovercrafts, whether by way of excursion
or otherwise whether Holiday package tours or otherwise and to act as
agents of foreign airlines, ships, ship-owners and other charters and other
operators, caterers, storekeepers, interpreters, and instructors of foreign
language and guides, members of all club and boards set up by any
country or body or promoting tourism hotels and tourist agencies, or
owners of other transport, agents for advertising and promoting any tours
in India and abroad and to provide services relating to tourism industry''
and generally to do everything which would facilitate travelling of persons
in groups or otherwise and for tourists and operating tours and for that
purpose to set up such establishment, office, equipment, transport system
and all and other facilities that may be requisite to the carrying on the
business of travel agents and tours operators and to undertake any
activities ancillary or incidental to the above objects.
4. To carry on the business of HR and manpower consultant and advisors to
individuals, bodies corporate, societies, undertakings, institutions,
associations, government, local authorities for the recruitment of
managerial personnel and other relating to the administration,
organization, production, storage and marketing sales and management or
industry and business and to carry on the business of industrial and
business consultants and to carry on the business consultancy of providing
Manpower placement and recruiting, Selecting, Interviewing, Training and
Employing all types of executives, Middle Management Staff, Junior Level
Staff, Workers, Laborers Skilled/Unskilled required by various Industries
and organizations to conduct employment bureau and to provide
consultancy and other services in connection with requirements of persons
and manpower supply in India and abroad.
The company is engaged in the business of mainly in the visa consultancy
business. Following major events occurred during the year:
1. The Company has passed Following Resolution in General Meeting
dated 28th August, 2023 for
A. Appointment of Mr. Hirenkumar Khodidas Patel (DIN: 10295901)
as a Director:
B. Appointment of Mr. Pathik Bhogilal Savla (DIN: 10295908) as A
Director
2. The Company has Passed following Resolution in General Meeting dated
2nd November, 2023
a. Increase of Authorized Capital increased from Rs. 5,00,000/-
(Rupees Five Lakhs Only) divided into 50,000 (Fifty Thousand)
Equity Shares of Rs. 10/- each to Rs. 2,17,00,000/- (Rupees Two
Crore Seventeen Lakh Only) which consists of Equity share capital
of 21,70,000 (Twenty-One Lakh Seventy Thousand Only) Equity
Shares of Rs. 10/- each.
c. Insertion new clauses in the main object of the Company after
clause 1 in Memorandum of Association
3. The Company has Passed following Resolution in General Meeting dated
07th November, 2023:
a. To make Loan(s) and to give Guarantee(s), Provide Security(ies) or
make Investment(s) in terms of Section 186 of the Companies Act,
2013
b. To Approve under Section 180(1)(A) of the Companies Act, 2013
c. To Approve under Section 180(1)(C) of the Companies ACT, 2013
d. To make Loan(S) and to give Guarantee(s), Provide Security(ies) in
terms of Section 185 of the Companies Act, 2013
e. Approval for Conversion of the Company from
âPrivate Limitedâ to âPublic Limitedâ
f. Adoption of New Sets of Articles of Association of Company inter-
alia pursuant to the Companies Act, 2013
4, The Company has Passed following Resolution in General Meeting dated
01st Day of January, 2024:
a. Appointment of Mr. Raimeen Bhanubhai Maradiya (DIN:
09680179) as an Independent Director
b. Appointment of Mrs. Krisa Kairav Shah (DIN: 10377008) as an
Independent Director
c. Appointment of Mr. Bunty Mubarakali Hudda (DIN: 07510094) as
an Independent Director
d. Appointment of Mr. Jignesh Purshottambhai Patel (DIN: 02164954)
as a Managing Director
e. Appointment of Mr. Hirenkumar Khodidas Patel (DIN: 10295901)
as a Whole Time Director
f. Appointment of Mr. Pathik Savla (DIN: 10295908) as an Whole
Time Director
g. Issue and allotment of Equity Shares to the Public (Initial Public
Offer)
In this regards the Company has filed Draft Prospectus with SME Platform of
National Stock Exchange of India Limited and the approval for the same has
been obtained on 27th May, 2024 The Web link of the Draft Red Hearing
Prospectus also available at the website address
https: //winnyimmigration, com/wpcontent/uploads/2024/06/WinnyPropsectu
s.pdf?x66450 of the Company.
Beside above, there has been no change in the business of the Company during
the financial year ended March 31, 2024,
No amount from current profit is proposed to be carried to general reserves.
Hence, the Board of Directors has decided to retain the profit in Profit & Loss
Account for year ended 31.03.2024.
The Company continues to sustain its commitment to the highest levels of
quality, superior services management and mature business continuity
management. Our customer-centricity, process rigor, and focus on delivery
excellence have resulted in consistent improvements in customer satisfaction
levels.
During the year under review, the Company has increased its Authorized Share
Capital from Rs. 5,00,000/- (Rupees Five Lakhs Only) divided into 50,000
(Fifty Thousand) Equity Shares of Rs. 10/- each to Rs. 2,17,00,000/- (Rupees
Two Crore Seventeen Lakh Only) which consists of Equity share capital of
21,70,000 (Twenty-One Lakh Seventy Thousand Only) Equity Shares of Rs.
10/- each.
Also, the Company has been issued 14,85,000 Bonus Equity Shares of Rs.
10/- (Rupees Ten Only) each by way of Bonus Shares at the ratio of 45:1 per
equity share. The total paid-up equity shares capital stands to Rs. 1,48,50,000
/- divided into 14,85,000 /- equity shares of Rs. 10/- each.
Following are the Capital Structure as on year ended 31st March, 2024.
Rs. 2,17,00,000/- (Rupees Two Crore Seventeen Lakh Only) which Consists
of Equity share capital of 21,70,000 (Twenty-One Lakh Seventy Thousand)
Equity Shares of Rs. 10/- each.
Rs. 1,51,80,000/- (Rupees One Crore Fifty-One Lakh Eighty Thousand Only)
which Consists of Equity share capital of 15,18,000 (Fifteen Lakh Eighteen
Thousand) Equity Shares of Rs. 10/- each.
The Company has neither accepted nor renewed any deposits covered under
section 73 to 76 of the Companies Act, 2013 during the year under review.
Disclosure on details of loans, guarantees and investments pursuant to the
provisions of Section 186 of the Companies Act, 2013, are provided in the
financial statements.
Your company does not have any subsidiary company, associate company or
joint venture company.
During the year, no company became or ceased to be subsidiary, joint venture
or associates of your company.
There has been no change in the nature of the business of the company,
However the Company has insert following clauses in clause III (A) of the
Memorandum of Association of Company after existing clause 1 by Resolution
Passed by members in General meeting Dated Resolution in General Meeting
dated 2nd November, 2023.
The Company has passed Special Resolution in General Meeting dated
1st January, 2024 for Public Issue (Initial Public Offer) and to enlist the Equity
share capital of the Company on the SME platform of National Stock Exchange
of India Limited (âNSE Emergeâ).
In this regards the Company has filed Draft Prospectus with NSE Limited and
the approval for the same has been received on 27th May, 2024 . The Web link
of the Draft Prospectus also available at the website address
https://winnvimmiaration.com/investor-relations/offer-documents of the
Company.
Besides above there have been no material changes and commitments,
affecting the financial position of the Company which occurred between the end
of the financial year of the Company to which the financial statements relate
and the date of this report.
The Company has been complied with all regulatory requirements of central
government and state government and there were no significant and material
orders passed by the Regulators or Courts or Tribunals during the year
impacting the going concern status and the Companyâs operations in future.
The Company has a well-established internal control system. The Company
strives to maintain a dynamic system of internal controls over financial
reporting to ensure reliable financial record-keeping, transparent financial
reporting and disclosure and protection of physical and intellectual property.
information in accordance with the provisions of Section 134(3) (m) of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,
2014, regarding Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo, are enclosed as Annexure -II
to the Boardâs report.
As per the provisions of the Companies Act, 2013, Mr. Hirenkumar Khodidas
Patel (DIN: 10295901), retires by rotation at the ensuing AGM and being
eligible, offers herself for re-appointment. The resolutions seeking shareholdersâ
approval for their re-appointmentâs forms part of the Notice.
Further, following changes occurred during the period under review in the
Board of Directors of the company:
a. Appointment of Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) as
an Independent Director w.e.f 01st January, 2024
b. Appointment of Mrs. Krisa Kairav Shah (DIN: 10377008) as an
Independent Director w.e.f 01st January, 2024
c. Appointment of Mr. Bunty Mubarakali Hudda (DIN: 07510094) as an
Independent Director w.e.f 01st January, 2024
d. Re - Appointment of Mr. Jignesh Purshottambhai Patel (DIN: 02164954)
as a Managing Director
e. Appointment of Mr. Hirenkumar Khodidas Patel (DIN: 10295901) as a
Whole Time Director w.e.f 28th August, 2023
f. Appointment of Mr. Pathik Savla (DIN: 10295908) as an Whole Time
Director w.e.f 28th August, 2023
g. Mr. Pranay Shah has Resigned from the Post of Director and Managing
Director of the Company w.e.f 29st August, 2023
Further, following changes occurred during the period under review in the KMP
of the company:
1. Ms. Nikita Sudhirbhai Christian was appointed as Compliance officer
and Company Secretary on 01st August, 2023
2. Mr. Krunal Nareshkumar Shah was Appointed as Chief Financial Officer
on 01st August, 2023
3. Ms. Nikita Sudhirbhai Christian has Resigned as Compliance officer and
Company Secretary on 31st October, 2023.
4. Ms. Ishita Nayankumar Shah has been appointed as Compliance officer
and Company Secretary on 01st December, 2023
All Independent Directors have given their declaration that they meet the
criteria of independence as laid down under section 149(6) of the Companies
Act, 2013 and Listing Regulations. In the opinion of the Board, all the
Independent Directors are well experienced business leaders. Their vast
experience shall greatly benefit the Company. Further, they possess integrity
and relevant proficiency which will bring tremendous value to the Board and to
the Company.
During the financial year 2023-24, 20(Twenty) Board Meetings were held. The
interval between any two meetings was well within the maximum allowed gap
of 120 days.
Further, The Board, as on 31st March, 2024, had Three committee namely the
Audit Committee, Nomination and Remuneration Committee, and Stakeholders
Relationship Committee.
During the financial year 2023-241 (One) Audit Committee Meeting was held
on 30th January, 2024
During the Year Under review One Annual general Meeting was held on 30th
September, 2023 and Four Extra Ordinary General Meeting was held on 28th
August, 2023, 02nd November, 2023, 07th November, 2023 and
1st January, 2024.
-The Company has constituted Audit Committee vide Board Resolution dated
27th February, 2023 in compliance with Section 177 of the Companies Act,
2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules,
2014 and Regulation 18 of SEBI Listing Regulations.
As on 31st March, 2024 the Companyâs Audit Committee comprised of:
|
Name of the Director |
Status in |
Nature of Directorship |
|
Mr. Bunty Mubarakali |
Chairman |
Independent Director |
|
Mrs. Krisa Kairav Shah |
Member |
Independent Director |
|
Mr. Jignesh |
Member |
Managing Director |
The Company has formed Nomination and Remuneration Committee vide
Board Resolution dated 27th February, 2023 as per applicable provisions of the
Schedule V and other applicable provisions of the Companies Act, 2013 read
with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and
Regulation 19 of SEBI Listing Regulations.
As on 31st March, 2024 the Companyâs Nomination and Remuneration
Committee comprised of:
|
Name of the Director |
Status in |
Nature of Directorship |
|
Mrs. Krisa Kairav Shah |
Chairman |
Independent Director |
|
Name of the Director |
Status in |
Nature of Directorship |
|
Mr. Bunty Mubarakali Hudda |
Member |
Independent Director |
|
Mr. Raimeen Bhanubhai |
Member |
Independent Director |
The Company has formed Stakeholders Relationship Committee vide Board
Resolution dated 27th February, 2023 as per the applicable provisions of the
Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies
(Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing
Regulations.
As on 31st March, 2024 the Companyâs Stakeholders Relationship Committee
comprised of:
|
Name of the Director |
Status in |
Nature of Directorship |
|
Mr. Bunty Mubarakali Hudda |
Chairman |
Independent Director |
|
Mr. Jignesh Purshottambhai |
Member |
Managing Director |
|
Mr. Hirenkumar Khodidas |
Member |
Whole-Time Director |
The Company has adequate skilled & trained workforce for its various areas of
operations and the skills up gradation of which is being done on continuous
basis for improving the plant operations and quality process. The Company has
taken sufficient measures to maintain Industrial Health and Safety at its
workplace for employees as laid in the Gujarat State Factories Rules, 1963. The
Company is also complying and maintaining all applicable Industrial and
Labour laws/ rules.
23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND
PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit, Stakeholders Relationship,
Nomination & Remuneration Committees from time to time.
The Company has made disclosure Policy for appointment and remuneration of
directors and other matters referred to in Section 178(3} of the Act with rule 6
of the Companies Meeting of Board and its power), Rules, 2014 and the details
of the same as provided in companyâs web site
https: / / winnyimmigration.com/investor-relations/
During the year the Company has paid remuneration to its Directors as more
particularly described in notes to accounts of Audited Financial Statement &
No Sitting fees have been paid to the directors,
To the best of the knowledge and belief of the Directors of the Company and
according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134(3)(c) and 134(5)
of the Companies Act, 2013.
(a) In the preparation of the annual accounts for the year ended 31st March,
2024, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and there are no material
departures from the same.
(b) The Directorsâ have selected such accounting policies, applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2024 and of the profit of the Company for the
year ended on that date.
(c) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern
basis.
(e) The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and
operating effectively.
All related party transactions that were entered into during the financial year
were on an armâs length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the
company with related parties which may have potential conflict with the
interest of the company at large. However, as part of good corporate
governance, the Company has taken prior omnibus approval of the Board is
obtained on annual basis for the transactions which are of a foreseen and
repetitive nature. Your Directors draw your attention to notes to the financial
statements for detailed related party transactions entered during the year.
Since all the related party transactions were entered by the Company in
ordinary course of business and were in arm''s length basis, Form AOC- 2 is not
applicable to the Company.
M/s C N K Khandwala & Associates, Chartered Accountants, Ahmedabad
(FRN: 107647W} have been appointed as Statutory Auditors of the company at
the at the 12th Annual General Meeting held on 30th September, 2020 to hold
office till the conclusion of 17th Annual General Meeting to be held in the year
2025.
There were no qualifications, reservation or adverse remark or disclaimer made
by Statutory Auditor in its report.
The Statutory Auditors of the Company have given their Audit Report on the
standalone and consolidated financial statements of the Company for the
financial year ended 31st March, 2023. All the items on which the Auditorsâ
have commented in their report are self-explanatory and suitably explained in
the Notes to the Accounts. There is no qualification, reservation, adverse
remark, comments, observations or disclaimer given by the Statutory Auditors
in their report.
Pursuant to the requirement under section 134(3)(a) and 92(3) of the
Companies Act, 2013 (âthe Actâ), it is hereby reported that the Company is
maintaining website https://winnvimmigration.com/investor-relations/ and
the copy of form MGT-7 Annual Return for year ended 31.03.2024 is also
placed on it.
The Risk Management process that is followed to identify, assess and prioritize
risks that need to be minimized, monitored and mitigated is quite elaborate.
These measures help in reducing and controlling the impact of adverse events
and maximize the realization of opportunities.
During the year under review, there was no managerial personnel/employee
whose information required to be provided under Section 197 of the Companies
Act, 2013, read with Rule 5, sub-rule 2 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The Company does not meet the criteria of Section 135 of Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
so there is no requirement to constitution of Corporate Social Responsibility
Committee.
During the year under review, your Company has maintained cost accounts
and records as prescribed under Section 148 of the Companies Act, 2013 and
rules made thereunder. Provisions of cost audit are not applicable on the
company.
During the year under review, the statutory auditor has not reported to the
board, under Section 143 (12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Boardâs report.
The Company has established a Vigil Mechanism for the Directors and
Employees of the Company by adopting the Whistle Blower Policy to report
about the genuine concerns, unethical behavior, fraud or violation of
Companyâs Code of Conduct. The Company has in place a confidential
reporting mechanism for any whistle blower to report a matter.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and Rules there under.
During the Year the Company has appointed M/s Bigshare Services Private
Limited as a Registrar and Share Transfer Agent in order to Compliance with
the provision of Companies Act, 2013.
All the equity shareholders of the Company have Demat their Equity Shares as
on 31.03.2024 and none of shareholders holding shares in physical form.
In pursuance to Rule 8(5}(vii) of the Companies (Accounts) Rules, 2014, no
significant or material orders were passed by the regulators or courts or
tribunals impacting the going concern status and Companyâs operations in
future.
The company has not made any application during the financial year 2023-24.
The Board of Directors affirms that the company has complied with the
applicable Secretarial Standards issued by the Institute of Companies
Secretaries of India SS~1 and SS-2 respectively relating to Meetings of the
Board, its Committees and the General Meetings.
42. 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
The Directors take this opportunity to express their deep sense of gratitude to
the Banks, Central and State Governments and their Departments and the
Local Authorities for their continued guidance and support. Your Directors
would also like to record its appreciation for the support and cooperation your
Company has been receiving from its suppliers, dealers, business partners and
others associated with the Company. Your Directors place on record their
sincere appreciation to the employees at all levels for their hard work,
dedication and commitment. And to you, our shareholders, we are deeply
grateful for the confidence and faith that you have always reposed in us.
(Formerly Known as Winny Immigration & Education Services Private Limited)
f
DIN: 02164954 DIN: 10295901
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