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Asian Vegpro Industries Ltd.

BSE: 530413 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE01OU01016
BSE 05:30 | 01 Jan Asian Vegpro Industries Ltd
NSE 05:30 | 01 Jan Asian Vegpro Industries Ltd

Asian Vegpro Industries Ltd. (ASIANVEGPRO) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting the Twenty-Seventh Annual Report of theCompany together with its Audited Statement of Profit and Loss for the year ended 31stMarch 2021 and the Balance Sheet as on that date:

FINANCIAL RESULTS

RUPEES
2020-21 2019-20
Gross Receipts 6489133 7357956
Less: Administration and other Expenses (1744120) (5873050)
Profit/ (loss) before Depreciation and taxation 4745013 1484906
Depreciation (1273356) (365849)
Profit/(loss) after Depreciation and before taxation 3471657 119057
Less: Prior Period Items - -
Add/(Less): Deferred Tax (305563) 5837836
Less: Provision for Proposed Dividend - -
Less: Dividend Tax - -
Add/(Less): Transfer to General Reserves - -
3166094 5956893
Add: Balance brought forward from earlier year (63330194) (69287087)
Balance carried to Balance Sheet (60164100) (63330194)

BUSINESS PERFORMANCE REVIEW

During the year your Company has taken a conscious decision of keeping the businessactivities production and distribution on a low key in the light of global recessionwhich continues to hamper the world even though impact on our economy is not significant.

As a result of lack of operation of business your Company has made profit of Rs.3166094/- during the year. However the Director's are exploring avenues to achievesustainable and profitable growth of your Company.

No new projects or services undertaken by the company. No acquisition mergerexpansion diversification during the year. The Board has taken all measures to improvethe working and reduce the cost.

IMPACT OF COVID-19 OUTBREAK

The Severe Acute Respiratory Syndrome Coronavirus 2 (SARS-CoV-2) generally known asCovid-19 was declared as a pandemic by World Health Organisation on 11 March 2020.Covid-39 continues to spread across India and there is an unprecedent level of disruptionon socio-economic front across the country. The Government of India declared a lockdowneffective from March 25 2020 which is now being gradually withdrawn. There is a highlevel of uncertainty associated with time required for economic activity across sectors tonormalize. The current situation is subject to uncertainties which are outside of theFunds control and Management continues to assess the impact of the situation and wilt takeappropriate actions as deemed fit from time to time. The Management does not anticipateany going concern issues for the Company.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2021 stood at Rs.108635150/-.During the year under review the company had not issued share with differential votingright nor has granted any stock option or sweat equity. No changes in share capital.

INCOME

Total Revenue for the year ended 31st March 2021 earned by your Company isRs. 6489133/- against Rs. 7357956/-for the year ended 31st March 2020.

ADMINISTRATION FINANCE AND OTHER EXPENSES

Administration and other expenses were incurred in the normal course of business forthe year ended 31sl March 2021 at Rs. 1744120/- as against Rs. 5873050/-for the year ended 31s1 March 2020. Finance costs included above for theperiod 2020-21 are Bank charges of Rs. 684/- as against Rs. 885/- for the period 2019-20.

DEPRECIATION

Depreciation was charged at normal rates for the year end at Rs 1273356/- ascompared to Rs. 1365849/-.

PROFIT/LOSS BEFORE TAXATION & PRIOR PERIOD ITEMS

Profit before Tax & Prior Period Items for F.Y. 20-21 was at Rs. 3471657/- ascompared to Profit of the previous year Rs. 119057/-.

PROFIT/(LOSS)

The Profit after Tax for the year was Rs. 3166094/- as compared to the previousyear's Profit of Rs 5956893/-.

DIVIDEND

The Board has not recommended any dividend for the financial year under review. Duringthe year under review no amount was transferred to General reserve.

OTHER CURRENT ASSETS

Other Current Assets are Rs. 360196/- for the year ended 31st March 2021as against Rs. 893644/- for the year ended 31st March 2020.

PUBLIC DEPOSITS

Your Company has not accepted any public deposit during the year under review.

OTHER NON CURRENT LIABILITES

Other Non Current Liabilities for the year ended 31sl March 2021 Rs.1538772/- of Warehousing deposit from VIP Industries Limited as against Rs. 2362320/-for the year ended 31st March 2021 of Samsonite Asia Private Limited which wasrepaid during the year.

CURRENT LIABILITIES

The Trade Payables are Rs. 73613/- for the year ended 31st March 2021 asagainst Rs. 157761/- for the year ended 31st March 2020. The CurrentLiabilities are Rs.92767/- as against Rs. 9416/- for the year ended 31stMarch 2020 and Provisions made for the expenses at Rs 32060/- details of which aregiven in the notes to the Financial Statements.

CAPITAL EXPENDITURE ON FIXED ASSETS

During the year under review the Company has not incurred any amount towards Capitalexpenditure.

NON-CURRENT INVESTMENTS

The Non-Current Investments are made in Mutual Funds which stand at Rs. 4099875/- forthe year ended 31st March 2021 (112291.865 units fully paid) as against Rs.3100000/-for the year ended 31sl March 2020 (60781.276 units fully paid).

NON CURRENT ASSETS

Other Non Current Assets include Advance to Related parties Rs. 3333419/- during theyear.

CURRENT ASSETS

For the year under review the Company has no Inventory

The Trade Receivables are Rs 777580/- for the year ended 31st March 2021as against Rs. 30521/- for the year ended 31st March 2020.

The Company's TDS has been deducted on Warehousing Charges and F.D Interest for theyear under review. The amount varies due to government policies and increase in rates oftaxes.

LOANS ADVANCES RECEIVED

The company has not received or taken any loans or advances during the year. No personhas given guarantee on behalf of the company for any loans or advances.

LOANS GUARANTEES & INVESTMENTS U/S 186 OF COMPANIES ACT

The company has not given any loan to any person or body corporate during the year norgiven any guarantee to anyone nor acquired by subscription purchase or otherwisesecurities of other body corporate.

The balances of advances to related parties on account of deposits for premises onrent reimbursement of expenses incurred etc. details of which are given in the FinancialStatements.

CORPORATE SOCIAL RESPOSIBILITY

The Company believes in its sense of social responsibility towards the community andenvironment and monitors the business to ensure its active compliance. The detailed policyfollowed by the Company is available at the Registered office.

INTERNAL CONTROL SYSTEMS AND THErR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations The scope and authority of the Internal Audit Function iswell defined in the organization To maintain its objectivity and independence theInternal Audit Function reports to the Board of Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy to provide a mechanism for theDirectors and employees to report genuine concern about any unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form MGT-9 has beenattached filed with the Registrar.

AUDIT COMMITTEE

The Company has complied with the provisions of clause 49 of the Listing Agreement asto the composition of the Audit committee upto 31-3-2021.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There were no materiallysignificant transactions with related parties entered into by the Company during the yearunder review.

I. Other non current assets include Rs 12.33 lacs (P.Y. 13.49 lacs) receivable fromSystematic Steel Industries Limited.

RISK MANAGEMENT

The Company has not constituted any such committee since not mandatory.

SUBSIDIARIES JOINT VENTURES AND ASSOC IATE COMPANIES

There were no Subsidiaries Joint ventures or Associates of the Company for the yearunder review.

RIGHT ISSUE

The Company has not made any right issues during the year.

DEBENTURES

The Company has not issued any kind of Debentures during the year.

RECENT INITIATIVES AND FUTURE PROSPECTS:-

The Company closed the production in earlier years and the premises has been given onrent. If the Market stabilizes and if the opportunities come the Management of theCompany will restart business operations.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance of the Act and the Article of Association of the Company Mr. Shyam SunderAgarwal and Mr. Shiv Ratan Agrawal Directors of the Company will retire by rotation inthe Annual General Meeting and are eligible to offer themselves for re-appointment.

RETIREMENT/RESIGNATION

No retirements/resignations of Directors took place during the year under review BOARDMEETINGS

During the year under review 6 Board Meetings were held on 28-07-202015-09-202020-10- 2020 13-11-2020 27-11 -2020 & 13-02-2021 and the intervening gapbetween the meetings did not exceed the period prescribed under the Act. The details ofwhich are given in the Corporate Governance Report. The attendance of directors in boardmeeting is as under

Sr. No. Name of the Director DIN Category of Director No. of meetings held during FY 2021 which director was supposed to attend No. of meetings attended during the FY 2021
1 Subhash Mittal 01953701 CEO & Managing Director 6 6
2 Rajendra Agrawal 00644448 CFO 6 6
3 Shiv Ratan Agarwal 00696617 Non-Executive Director 6 6
4 Shyam Sundar Agarwal 00696712 Non-Executive Director 6 6
5 Vidya Sandip Gawand 08279561 Independent Director 6 6
6 Chandrabhan .Titendrapratap Singh 02090721 Independent Director 6 6
7 Rashmi Subhash Mittal 01063422 Independent Woman Director 1 1
8 Lalitadevi Agarwal 00696447 Independent Woman Director 1 1

BOARD EFFECTIVENESS

The Company has adopted the governance guidelines which inter alia cover aspectsrelated to composition and role of the board chairman and directors board diversitydefinition of independence director's term retirement age and committees of the boardit also covers aspects relating to nomination appointment induction and development ofdirectors director's remuneration subsidiary oversight code of conduct boardeffectiveness review and mandates of board committees.

a) Board Evaluation

The Board of Directors has carried out an annual evaluation of its performance boardcommittee and individual directors pursuant to the provision of the act and the corporategovernance requirement as prescribed by SEB1 as per clause 49 of the listing agreement.

The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc.

b) Appointment of Directors and criteria for determining qualification positiveattributes independence of a Director

A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is ensured that the mix ofmembers with different educational qualifications and experience related to the Company'sbusiness

The Directors do not have any pecuniary relationship with the Company.

The Directors maintain an arms length relationship between themselves and the employeesof the Company.

The Directors do not have any subject of proved allegations of illegal or unethicalbehaviour in their private or professional life.

c) Remuneration Policy

The Company has adopted a Remuneration policy for the Directors KMP's and otheremployees pursuant to the provision of the Act and Clause 49 of the listing agreement.

The Key principles are.

The Directors may be paid sitting fees for attending the meetings of the board and ofcommittees of which they may be members and receive commission within regulatory limits.

Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company.

Remuneration paid should be reflective of the size of the Company complexity of thesector/industry/Company's operations and Company's capacity to pay the remuneration and beconsistent with recognised with best practices

The remuneration payable to the Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature.

No remuneration was paid to the Directors during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Companyoperations.

STATUTORY AUDITORS

At the Annual General Meeting the members will be requested to reappoint M.B. Agrawaland Co. (FRN 100137W) Chartered Accountants Mumbai as Statutory Auditors of the Companyfor the financial year 2021-22 authorise the Board of Directors to fix their remunerationThe statutory auditors are eligible for reappointment.

The report of the Statutory Auditor along with the notes to schedules is enclosed tothis report and does not contain any qualification reservation adverse remark ordisclaimer.

SECRETARIAL AUDIT

Secretarial audit report has been attached along with the Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

No Foreign Exchange earnings or Outgo during the year under review. Foreign TravelExpenses incurred during the year which was paid in INR.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has no activity relating to Conservation of Energy Technology Absorption.

PARTICULARS OF EMPLOYEES HUMAN RESOURCES

Since the Company did not employ persons drawing remuneration in excess of Rs. 500000per month or Rs 6000000 per annum the particulars of employees as per requirements ofsection 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagement Personnel) Rules 2014 are not applicable.

Disclosure as per Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for Sexual Harassment at its work place and has adopteda policy on prevention prohibition and redressal of sexual harassment at the work placein line with the provisions of The Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 and the Rules there under for prevention and redressalof complaints of sexual harassment at work place. During the year under review the Companyhas received NIL complaints on Sexual Harassment.

DIRECTORS' RESPONSIBILITY STATEMENT.

Based on the existing system of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the auditors andrepresentation made by the management to the relevant board committees including theaudit committee the board is of the opinion that the Company's internal financial controlswere adequate and effective during the financial year 2020-21.

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed to the best of theDirector's knowledge and ability that:

(1) In the preparation of the accounts for the financial year ended 31s*March 2021 the applicable accounting standards have been followed and there were nomaterial departures.

(2) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 and of the loss of the Company for the year under review

(3) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31stMarch 2021 on a ‘going concern' basis.

(5) That the Directors have laid down internal Financial controls for the Company whichare adequate and are operating effectively.

(6) The Directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and such systems are adequate and are operating effectively

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Slock Exchange the reporton Management Discussion and Analysis Corporate Governance as well as the Auditor'scertificate regarding compliance of conditions of Corporate Governance forms part of theAnnual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep sense of gratitude to thecontribution made by the employees to the significant improvement in the operations of theCompany.

The Directors also thank all their members customers lenders our Bankers and theGovernment of India for their continual support and co-operation.

On behalf of The Board of the Directors of

Asian Vegpro Industries Limited

Kratika Sharma Subhash Mittal Shyam Agarwal C B Singh
Company Secretary Director Director Director
(M. No. 53801) (DIN 01953701) (DIN 00696712) (DIN 2090721)
Place: Kolkata
Date: 30th June 2021
Registered Office:
Todi Chambers 2 Lal Bazar Street
3rd Floor Suit315 Kolkata-700001

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