To The Members
Your Directors have pleasure in presenting the 30th Annual Report of yourCompany together with the Audited Statements of Accounts for the financial year endedMarch 31 2017.
| || ||Rs. in Lakh |
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Gross Revenue from Operations ||12142.44 ||14501.43 |
|Profit before Tax & Extraordinary Items ||8.54 ||44.06 |
|Less : Tax Expenses (including Deferred Tax) ||2.64 ||13.88 |
|Profit after Tax ||5.90 ||30.18 |
|Less : Income Tax for Earlier Years ||- ||0.07 |
|Profit available for Appropriation ||5.90 ||30.11 |
|Add : Profit Carried Forward from Previous Year ||68.22 ||38.11 |
|Balance carried forward to Next Year ||74.12 ||68.22 |
OVERVIEW OF ECONOMY
The Indian economy is growing strongly and remains a bright spot in the globallandscape. The halving of global oil prices that began in late 2014 boosted economicactivity in India further improved the external current account and fiscal positions andhelped lower inflation. In addition continued fiscal consolidation by reducinggovernment deficits and debt accumulation and an policy stance have helped cementmacroeconomic stability.
The government has made significant progress on important economic reforms which willsupport strong and sustainable growth going forward. In particular the upcomingimplementation of the goods and services tax which has been in the making for over adecade will help raise India's medium-term growth to above 8 percent as it will enhancethe efficiency of production and movement of goods and services across Indian states.
FINANCIAL PERFORMANCE & OUTLOOK
The Company is mainly into the business of Finance and Investments and is investing itsfunds into the Securities Market both in listed and un-listed shares. In addition theCompany has also in textile segment and is doing trading activities in textile producti.e. yarn.
In term of financial performance gross revenue from operations stood at Rs. 12142.44lakh compared to Rs. 14501.43 lakh in the previous year. The operating Profit before Taxstood at Rs. 8.53 lakh as against Rs. 44.06 lakh in the previous year. The Net Profitafter tax and Extra-Ordinary Items stood at Rs. 5.90 lakh against previous years' NetProfit of Rs. 30.12 lakh.
Your Company is optimistic of continues to grow as the time progresses.
DIVIDEND AND RESERVES
Due to inadequate profit and looking to the future challenges as well as to conserveresources Directors have decided not to recommend any dividend for the year under review.
During the year under review no amount from Profit was transferred to GeneralReserves.
The paid up Equity Share Capital as on March 31 2017 was Rs. 13.10795 Crore. Duringthe year under review the Company has not issued any shares with differential votingrights nor has granted any stock options or sweat equity. As on March 31 2017 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance 2013 and the GenerallyAccepted Accounting Principles (GAAP) in India. The financial statements have beenprepared on historical cost basis. The estimates and judgments relating to the financialstatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended 31st March 2017. The Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
There is no audit qualification in the standalone financial under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousmaterial subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial and on an arm's lengthpricing basis and do not attract the provisions of Section 188 of the Companies Act 2013and the Rules made thereunder are not attracted and thus disclosure in term of Section134(3) (h) r/w Rule 8(2) of the Companies (Accounts) Rules 2014 and under Regulation34(3) & 53(f) Para A of Schedule V of SEBI (LODR) Regulations 2015 is attached asAnnexure I. Further there are no materially significant transactions with related partiesduring the financial year which were in conflict with the interest of the Company.Suitable disclosure as required by the Accounting Standards (AS18) has been made in thenotes to the Financial Statements. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2016-17.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2016-17 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no Change in Management of the Company during the year under review.
During the year Mr. Raj Kumar Sharma and Ms. Susmita Kundu have resigned from the Boardw.e.f. 1st October 2016 and 4th January 2017 respectively due totheir other commitments. Further Mr. Johar Pal Singh has joined Board as an IndependentDirector of the Company w.e.f. 1st October 2016 and Mrs. Saroj Devi Kothari hasjoined the Board as Independent Director of the Company w.e.f. 4th January2017.
Apart from the above there is no change in the composition of Board of Directors ofthe Company. All Independent Directors have given declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the Companies Act 2013 independent directors shallhold office for a term up to five consecutive years on the board of a company but shallbe eligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company. As perrequirements of Regulation 25 of SEBI LODR Regulations 2015 a person shall not serve asan independent director in more than seven listed entities: provided that any person whois serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||Mr. Raj Kumar Sharma ||Independent Director ||- ||1st October 2016 |
|2. ||Ms. Susmita Kundu ||Independent Director ||- ||4th January 2017 |
|3. ||Mr. Johar Pal Singh ||Independent Director ||1st October 2016 ||- |
|4. ||Mrs. Saroj Devi Kothari ||Independent Director ||4th January 2017 ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED By THE REGULATORS TRIBUNALS OR COURTS
There are no significant material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of financial year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state profit of the Company for the year affairstheCompanyasatMarch312017and the ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.However the Company is not required to constitute Risk Management Committee under SEBILODR Regulations 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company.
Based on the report of the Internal Auditors placed before the Audit Committee processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. The internal controls have been reported by the Auditors to be adequate andeffective during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.vbindustriesltd in .
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
AUDITORS Statutory Auditors
Existing Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areretiring in ensuring Annual General Meeting have expressed their un-willingness tore-appoint themselves as Auditors of the Company.
In place of existing Auditors the Audit Committee recommended M/s Deepak Acharya &Associates (FRN 329654E) Chartered Accountants Kolkata for appointment to audit theaccounts of the Company from the conclusion of the 30th Annual General Meetingup to the conclusion of the 35th consecutive Annual General Meeting (subject toratification by the members at every subsequent AGM). As required under the provisions ofSection 139 & 142 of the Companies Act 2013 the Company has obtained writtenconfirmation under Rule 4 of the Companies (Audit and Auditors) Rules 2014 from M/s.Deepak Acharya & Associates; that they are eligible for appointment as auditors andare not disqualified for appointment under the Companies Act 2013 the CharteredAccountants Act 1949 or the rules and regulations made there-under.
The proposed appointment is as per the term and within the limits laid down by or underthe authority of the Companies Act 2013 and that there are no proceedings pending againstthem or any of their partners with respect to professional conduct.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Sinu Surolia Company Secretaries in Practice (C. P. No. 17293) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed in the Annual Report as Annexure II.
The Company has appointed M/s Mahato Prabir & Associates Chartered AccountantFirm Kolkata (FRN - 325966E) to undertake the Internal Audit of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013
Since the Company is into the business of Financing and Investment activities inShares and Securities and into the business of trading in textile products; theinformation regarding Conservation of Energy
Technology Absorption Adoption and Innovation as defined under section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isreported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
|Kolkata May 29 2017 ||By order of the Board |
| ||For V. B. INDUSTRIES LIMITED |
|Registered Office : ||VIkASH kOTHARI |
|9 Old China Bazar Street ||(DIN : 06823998) |
|5th Floor Room No. 85 Kolkata-700 001 ||MANAGING DIRECTOR |