WINDLASS OIL EXPLORATION PRIVATE LIMITED

11-A, Rajpura Road Dehradun Dehradun UR 248001 IN

E-Mail : [email protected]
CIN : U74899UR1981PTC011968

DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2023-24

To,
The Members of
WINDLASS OIL EXPLORATION PRIVATE LIMITED

Your Directors have pleasure in presenting the Director’s Report of your Company together with the Audited
Statement of Accounts and the Auditors’ Report of your company for the financial year ended, March 31, 2024.

FINANCIAL HIGHLIGHTS

Particulars Current year Previous Year

Sales 0 0

Other Income 1,18,377.00 1,63,263.00

Total Income 1,18,377.00 1,63,263.00

Depreciation 0.00 0.00

Tax

Current Tax 5,261.83 18,986.69

Deferred Tax 25,633.24 326.46

Profit/(Loss) after Tax (10,189.88) 54,247.85

Earnings per share (Rs.) : Basic (0.10) 0.52

Diluted (0.10) 0.52

STATE OF COMPANY’S AFFAIRS

During the year under review, the total Income of the Company was Rs. 1,18,377/- against Rs. 1,63,263/- in the
previous year. The Company has incurred a Loss of Rs.-(10,189.88) /- compared to Profit Rs. 54,247.85/- in the
previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended March 31, 2024, the Company is proposed to set-off loss of Rs.10,189.88/- from
available Surplus standing in the Financial Statement.
DIVIDEND

Your Directors do not recommend any dividend for the year ended March 31, 2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA SPECIFY

There were no material changes and no commitment made by the directors affecting financial position of the
company. So no criteria need to be specified for the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2024, the Company does not have any subsidiary/joint venture/associate companies.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2024-24

SN Date of Meeting Board Strength No. of Directors Present

1 06/06/2023 3 3
2 02/09/2023 3 3
3 30/09/2023 3 3
4 26/12/2023 3 3
5 27/02/2024 3 3

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER
SECTION 149(6)

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our
Company.

STATUTORY AUDITOR AND AUDITORS’ REPORT

Statutory Auditor M/s. Khattak Kochhar & Co., Chartered Accountants, Statutory Auditor of the Company, hold
office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have
confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits
under the Act and that they are not disqualified for re-appointment.

There are no qualifications or adverse remarks in the Auditors’ Report which require 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, March 31, 2024 is annexed herewith for your kind
perusal and information. (Annexure: 2)

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of Section 204 of
the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

COMPOSITION OF AUDIT COMMITTEE

The provision of section 177 relating to Audit committee is not applicable on the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is not required to form such policy.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not
entered into any contract / arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions

Further all the necessary details of transaction entered with the related parties as defined under Section 188 of
the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form no. AOC-2 for
your kind perusal and information.

FIXED DEPOSITS

The company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not made / given / advanced any Loan, Guarantee and Investment during the financial year
covered under section 186 of the Companies Act, 2013.

GENERAL

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. Details relating to deposits covered under Chapter V of the Act.

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 save and
except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in future.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks,
Government Authorities, Customers, Vendors and 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.

Place Dehradun For & on behalf of the Board of Directors

Date September 15, 2024

Sd/- Sd/- Sd/-

ARYAN WINDLASS RAHUL WINDLASS BEENA WINDLASS
DIN: 10162479 DIN: 00011479 DIN: 05274297
(Director) (Director) (Director)
53-R, RAJPUR ROAD, 53-R, RAJPUR ROAD, WINDLASS HOUSE, 53-R, RAJPUR
DEHRADUN, DEHRADUN - DEHRADUN, DEHRADUN - ROAD, DEHRADUN - 248001
248001 Uttaranchal INDIA 248001 Uttaranchal INDIA Uttaranchal INDIA

Contact Us:

WINDLASS OIL EXPLORATION PRIVATE LIMITED

11-A, Rajpura Road Dehradun Dehradun UR 248001 IN

CIN: U74899UR1981PTC011968

E-mail: [email protected]