The Directors present their 33rd Annual Report on the business and operations of theCompany and the financial accounts for the year ended on 31st March 2019.
(Rs. In lakhs)
|Particulars ||For the year ended on 31/03/2019 ||For the previous year ended on 31/03/2018 |
|Gross Income ||219.47 ||145.46 |
|Profit (before interest depreciation & taxation) ||55.27 ||25.17 |
|Financial charges ||0.00 ||0.10 |
|Depreciation ||3.48 ||3.37 |
|Profit before profit ||51.79 ||21.70 |
|Provision for taxation for current year ||9.95 ||7.79 |
|Deferred Tax ||(3.54) ||(1.19) |
|Income tax of earlier years/ MAT credit ||0.00 ||7.32 |
|Other comprehensive income ||(8.87) ||0.17 |
|Profit after adjustments ||36.51 ||7.93 |
|Profit/(Loss) carried to Balance Sheet ||36.51 ||7.93 |
|APPROPRIATIONS / TRANSFERS || || |
|Profit/(loss) carried to Balance Sheet ||36.51 ||7.93 |
Your Directors do not recommend any dividend on equity shares in view of workingcapital requirement.
During the year under review earning of overall income has improved at Rs. 219.47lakhs compared to Rs. 145.46 lakhs registering 50.88% comparing to previous year. The netprofit after tax adjustments and Other comprehensive income/ expenses under theAccounting Standard (Ind AS) applicable was also higher at Rs. 36.51 lakhs against Rs.7.93 lakhs in previous year.
Nature of business of the Company
The Company is mainly engaged in Merchant Banking activities focusing on ESOPvaluation Company valuation Open Offer Buyback Delisting Initial Public Offerings(IPO) Rights Issue and Advisory services. There were no changes in nature of Company'sbusiness during the year.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There were no material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyassets etc. the Details of significant regulators or courts or tribunals impacting thegoing concern status and company's operations in future
There were no significant and material regulators or courts or tribunals impacting thegoing concern status and company's operations in future.
Internal control systems and their adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theChairman.
The management of the Company evaluates the efficiency and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Based on the assessment the management undertakes correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations with corrective actions thereon are presented to theAudit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures.
The Company has not accepted deposits from Public and there were no outstandingdeposits payable by the Company.
Related Party Transactions
During the financial year ended 31st March 2019 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe ordinary course of business and at arm's length basis. Your Company does not have aMaterial Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 [Listing Regulations'].
All Related Party Transactions of your Company had prior approval of the AuditCommittee and the Board of Directors as required under the Listing Regulations. There hasbeen no materially significant Related Party Transactions having potential conflict withthe interest of the Company during the year under review.
All Related Party Transactions entered into by your Company were in the ordinary courseof business and also on an arm's length basis therefore details required to be providedin the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosuresrequired under the Ind AS 24 have been made in Notes to the Financial Statements for theyear ended on 31st March 2019.
Auditors & auditor's report
The Members of the Company at the 32nd Annual General Meeting held on 22ndSeptember 2018 have approved the appointment of M/s. N.S. Shetty & Co. CharteredAccountants as Statutory Auditors of the Company for a period of five (5) years to holdoffice from the conclusion of the 32nd Annual General Meeting till theconclusion of 37th AGM of the Company to be held in the year 2023 subject to ratificationof their appointment by the Members at every AGM. Further in terms of Companies(Amendment) Act 2017 notified w.e.f May 7 2018 the requirement of Section 139(1) ofCompanies Act 2013 stands omitted and the ratification of appointment of the StatutoryAuditor at every AGM is not required.
The Report given by the Auditors on the financial statements of the Company forms partof this Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. The Notes on Financial Statementsreferred to in the Auditor's Report are self-explanatory and do not call for any furthercomments.
Conservation of energy technology absorbtion etc.
The particulars of conservation of Energy Technology Absorption foreign ExchangeEarnings and outgo have not been given since the same are not applicable to the Company.
Corporate Social Responsibility Initiatives
The Company does not come under the parameters specified under Section 135 of theCompanies Act 2013 hence no Committee has constituted Committee for Corporate SocialResponsibility Initiatives.
Board of Directors Board and Audit Committee Meetings:
Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. During the year under review a total of five Meetings of theBoard of Directors and four meetings of Audit Committee held and details of Meetings heldduring the financial year 2018-19 have been provided in the Corporate Governance Reportwhich forms part of this Annual Report Mr. Hemendra Shroff and Mr. Manoj T. ShroffDirectors of the Company shall retire by rotation at the forthcoming Annual GeneralMeeting and offer themselves for re-appointment. Mr. Nilesh R. Doshi has been appointed asan Independent Director with effect from 23rd April 2019. Mr. Khurshid Shaikhhas been resigned from the Board with effect from 23rd
April 2019. A brief profile along with necessary disclosures of retiring Directors andnewly appointed Director has been annexed to the Notice convening the ensuing AGM andforms an integral part of this Annual Report. Your Board recommends re-appointment of Mr.Hemendra J. Shroff and Mr. Manoj T. Shroff as a Directors liable to retire by rotation andMr. Samir R. Dedhia and Mr. Nilesh R. Doshi as an Independent Director of the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) of the Listing Regulations and there is nochange in their status of Independence.
Pursuant to the provisions of the Companies Act 2013 and provisions of Regulations ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Appointment & Remuneration andStakeholder's Grievance Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the "Whistle BlowerPolicy" for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
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 by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. All the members of the Board and designated employees have confirmed compliancewith the Code.
Policy on prevention of sexual harassment of women at workplace
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. YourCompany is committed to provide a safe and secure environment to its women employeesacross its functions and other women stakeholders as they are considered as integral andimportant part of the Organization.
An Internal Complaints Committee (ICC) with requisite number of representatives hasbeen set up to redress complaints relating to sexual harassment if any received fromwomen employees and other women associates. All employees (permanent contractualtemporary trainees) are covered under this policy which also extends to cover all womenstakeholders of the Company.
The following is a summary of sexual harassment complaints received and disposed offsatisfactorily during the financial year ended March 31 2019:
Number of complaints received: Nil Number of complaints disposed off : Nil
Particulars of loans guarantees or investments
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by Company aregiven in the notes to the financial statements.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. N. Hariharan Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as Annexure-Awhich is self-explanatory.
Compliance with Secretarial Standards
The Board of Directors affirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board its Committees and the GeneralMeetings.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theAnnual Return of the Company as at March 31 2019 is uploaded on the website of theCompany and can be accessed at http://www.vbdesai.com
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act 2013 and under the SEBI ListingRegulations the Company has constituted a business risk management committee. The detailsof the Committee and its terms of reference are set out in the corporate governance reportforming part of the Board report. At present the Company has not identified any element ofrisk which may threaten the existence of the Company.
The Report on Corporate Governance along with a certificate of compliance from theAuditors and Management Discussion and Analysis Report forms part of this Report.
Foreign Exchange Earnings and Outgo
During the year ended March 31 2019 the Company has earned Rs. 20.67 lakhs and spentRs. Nil in foreign currency.
Director's responsibility statement
The Board of Directors of your Company confirms that: a) in the preparation of theannual accounts the applicable Accounting Standards have been followed along with properexplanation relating to material departures; b) the Directors had selected such AccountingPolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the Company forthat period; c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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; and e) theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively. f) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5 (3) of Companies (Appointment and Remunerationof Managerial Persons Rule 2014. The percentage increase in remuneration of each KeyManagerial Person (KMP) during the financial year 2018-19 and ratio of the remuneration ofeach KMP to the median remuneration of the employees of the Company for the financial year2018-19 are given in Annexure B.
The Directors wish to place on record their sincere appreciation for the continuedco-operation by the Clients and the Shareholders of the Company.
| ||On behalf of the Board of Directors |
|PLACE: MUMBAI ||Samir R. Dedhia |
|DATE : May 29 2019. ||Chairman |