Vishal Bearings Ltd.
|BSE: 539398||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE060T01024|
|BSE 00:00 | 22 Mar||Vishal Bearings Ltd|
|NSE 05:30 | 01 Jan||Vishal Bearings Ltd|
|BSE: 539398||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE060T01024|
|BSE 00:00 | 22 Mar||Vishal Bearings Ltd|
|NSE 05:30 | 01 Jan||Vishal Bearings Ltd|
Your Directors feel great pleasure in presenting 26th Annual Report of yourCompany comprising the Audited Financial Statements for the year ended 31stMarch 2017.
REVIEW OF OPERATIONS:
During the year under review the Company has registered a turnover of Rs.336367708.00 (previous year Rs. 231231866.00) and Net Profit after Tax of Rs.8119948.00 (previous year Rs. 3445003.00).
BONUS ISSUE OF SHARES:
During the year under review the Company on November 14 2016 allotted fully paidbonus Equity Shares in the proportion of 1 (One) Equity Shares for every 4 (Four) existingEquity Shares held by the members. Consequently the issued subscribed and paid up equityshare capital of the Company after bonus issue of Equity Shares is Rs. 59950000.00(Rupees Five Crore Ninety-Nine Lac Fifty Thousand Only) divided into 5995000 EquityShares of the face value of Re. 10.00 (Rupees Ten Only) each.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTSRELATES AND THE DATE OF THE REPORT:
The Company continued to operate in the business of manufacturing of "AutoComponents" and there was no change in business activities. No material changes andcommitment affecting the financial position of the Company occurred between end of thefinancial year and the date of this report.
ENHANCEMENT OF AUTHORISED SHARE CAPITAL
During the year under review the Authorized Share Capital of the Company to beincreased from Rs. 50000000 (Rupees Five Crore) divided into 5000000 (Fifty Lac)Equity Shares of Rs. 10/- each to Rs. 100000000 (Rupees Ten Crore) divided into10000000 (One Crore) Equity Shares of Rs. 10/- each by creation of additional 50000000(Rupees Five Crore) Equity Shares of Rs. 10/- each ranking paripassu in all respect withthe existing Equity Shares.
In view of requirement of financial resources and considering the future requirementsof funds your directors are unable to recommend any Dividend for the year ended on March31 2017.
DEMATERIALIZATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant todematerialization of shares the company has entered into an agreement with NSDL &CDSL. As on March 31 2017 100% of the share capital of the company is dematerialized.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and Articles of Association of theCompany Mr. Vrajlal G. Changela Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointmentand your Board recommends his re-appointment. As stipulated under the Regulation 36(3) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) and SS-2 issued by ICSI the brief resume of the Directors proposed to beappointed/re-appointed is given in the notice convening the 26th Annual GeneralMeeting. The Company has received declaration from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the ListingRegulations.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its Committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the Nomination and Remuneration Committeeto lay down the evaluation criteria. The Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee of the Company. The Board has devised questionnaire to evaluate the performanceof each of Executive Non-Executive and Independent Directors. Such questions are preparedconsidering the business of the Company and the expectations that the Board have from eachof the Directors. The evaluation framework for assessing the performance of Directorscomprises of the following areas:
1. Attendance at Board Meetings and Committee Meetings;
2. Quality of contribution to Board deliberations;
3. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
4. Providing perspectives and feedback going beyond information provided by theManagement.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on company/business policyand strategy apart from Board business. A tentative annual calendar of the Board andCommittee Meetings is informed to the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. However in case ofa special and urgent business need the Board's approval is taken by passing resolutionsthrough circulation as permitted by law which are confirmed in the subsequent meeting ofthe Board of Directors. The notice of meeting of the Board of Directors and Committee isgiven in advance to all the Directors of the Company. Usually meetings of the Board areheld in the registered office of the Company. The agenda of the Board/Committee meetingsis circulated 7 days prior to the date of the meeting. The agenda for the Board andCommittee includes detailed notes on the items to be discussed at the meeting to enablethe Directors to take an informed decision. During the year under review the Board ofDirectors met 07 (seven) times the details of which are given in the Report on CorporateGovernance. The intervening gap between two consecutive meetings was within the periodprescribed under the Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) of the Companies Act 2013 the Board ofDirectors state that: A. In the preparation of the annual accounts the applicableaccounting standard have been followed along with proper explanation relating to materialdepartures; if any B. They have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 31st March 2017 and of the profit of the Company for thatperiod; C. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; D.They have prepared the annual accounts on a going concern basis;
E. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and;
F. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and confirmed that the fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Independent Directors.
M/s. SVK & Associates Chartered Accountant Rajkot (Firm Registration No. 118564W)be and hereby are appointed as Statutory Auditors of the Company to hold office upto theconclusion of 26th Annual General Meeting until the conclusion of next Annual GeneralMeeting. The said appointment is required to be rectified by the members at the ensuring26th annual General Meeting. The Statutory Auditors have confirmed their eligibilitypursuant to Section 139 of the Companies Act 2013. The statutory Audit Report does notcontain any qualification adverse remark or disclaimer made by the Statutory Auditor.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the service of M/s. K. P. Ghelani & Associates to conduct theSecretarial Audit of the Company for the financial year ended 31st March 2017.The Secretarial Audit Report is attached as "Annexure-VII" and forms partof this Report. There are no qualifications or observations or remarks made by theSecretarial Auditor in their Report.
A Internal Audit was conducted during the year by the Internal Auditor Mr. MayurRaiyani Chartered Accountants appointed as Internal Auditor for the year 2016-17.
During the year under review the Company has not accepted any deposits within ofSection 73 and 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans guarantees or investment made by the Company under the provisionsof Section 186 of the Companies Act 2013 are provided in the Notes on of financialstatements.
The Company constituted audit Committee as required under Section 177 of the CompaniesAct 2013 and Regulation 18 of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015. Composition of AuditCommittee is given Corporate Governance Report. There is no such instance during the yearunder review where the Board had not accepted any recommendation of Audit of the AuditCommittee.
NOMINATION AND REMUNERATION COMMITTEE
The Company constituted audit Committee as required under Section 178 of the CompaniesAct 2013 and Regulation 18 of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015. Composition of AuditCommittee is given Corporate Governance Report.
SHAREHOLDER'/INVESTORS RELATIONSHIP COMMITTEE
The Company constituted audit Committee as required under Section178 of the CompaniesAct 2013 and Regulation 18 of the Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015. Composition of AuditCommittee is given Corporate Governance Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions were in the ordinary course of business and arereported in the notes to the financial statements.
The particulars of contract or arrangements with related parties referred to in Section188(1) as prescribed in FORM AOC-2 of the Rule (8) of the Companies (Account) Rules 2014is appended as "Annexure-IV". In accordance with the provisions ofRegulations 23 of Listing Regulations the Company have formulated the Related PartyTransaction Policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a code of conduct for prevention of Insider Trading with a viewto regulate trading in securities by the directors and designated employees of thecompany. The code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of company shares by the directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the code. All board of directors and the designated employees haveconfirmed compliance with the code.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. TheAudit Committee evaluates the efficiency and adequacy of financial control system on theCompany its compliance with operating systems accounting procedures at all locations ofthe Company and strives to maintain the Standard in Internal Financial Control.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as "AnnexureVIII".
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:
The Company is not covered under the Criteria as mentioned in Section 135 of theCompanies Act 2013 which specifies the requirement of constituting the Corporate SocialResponsibility Committee.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisionsof the Section 177 of the Companies Act 2013 and Regulation 22 of the Listing Regulationsto deal with instance of fraud and to provide adequate safeguards against victimization ofdirectors or employees or any other person who avail of the mechanism and it provides fordirect access to the Chairman of the Audit Committee in exceptional cases. The details ofthe Vigil Mechanism is explained in the Report on Corporate Governance and also posted onthe website of the Company.
PARTICULARS OF REMUNERATION AND RELATED DISCLOSURES:
Disclosure pursuant to the provision of Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are appended to this report as "Annexure-V".
SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiary Associates or Joint Venture Companies andhence preparation of Consolidated Financial Statements and Statement containing salientfeatures of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act2013 is not applicable to the Company.
In accordance with the requirements of the Companies Act 2013 the Listing Agreementand SEBI (LODR) Regulations 2015 the Board of Directors of the Company has framed therequired policies and the policies where mandated are uploaded on the Company's website.
Pursuant to the provision of Section 178 of the Companies Act 2013 and Regulation 19of the Listing Regulations and no recommendation of Nomination and Remuneration Committeethe Board of Directors have adopted policy for selection and appointment of DirectorsSenior Management and their remuneration. The Remuneration Policy is stated in the Reporton Corporate Governance.
RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: Therewas no order passed by any regulator or court or tribunal which impacts the going concernstatus of the Company or will have bearing on company's operations in future.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has constituted as Internal Complaint Committee as required under section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the financial year no complaint was filed before the said Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology absorption Foreign exchange earnings and outgo is given as in "Annexure-VI".CORPORATE GOVERNANCE:
The Company has vigorously striven to follow the best corporate governance practicesaimed at building trust among the key stakeholders shareholders employees customerssuppliers and other stakeholders on four key elements of corporate governance transparency fairness disclosure and accountability. As per Securities and ExchangeBoard of India (Listing Obligations and Disclosures Requirements) Regulations 2015 aseparate section on Corporate Governance practices followed by the Company together withcertificate from company's Auditors conforming compliance forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY REPORT
As per Regulation 34 of the Securities and Exchange Board of India (Listing Obligationsand Disclosures Requirements) Regulations 2015 Management Discussion and Analysis andBusiness Responsibility Report are prescribed in separate Sections forming part of thisAnnual Report.
The Directors express their appreciation for the sincere co-operation and assistance ofCentral and state Government authorities bankers customers and suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.