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V B Industries Ltd.

BSE: 539123 Sector: Others
NSE: N.A. ISIN Code: INE334E01017
BSE 00:00 | 23 Sep 4.72 -0.14






NSE 05:30 | 01 Jan V B Industries Ltd
OPEN 4.99
52-Week high 13.23
52-Week low 1.45
P/E 94.40
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.99
CLOSE 4.86
52-Week high 13.23
52-Week low 1.45
P/E 94.40
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

V B Industries Ltd. (VBINDUSTRIES) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 35th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312022.

( Lakh)

Financial Results Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue for the year 369.78 283.79
Profit/(Loss) before Tax (PBT) 4.44 (30.88)
Less: Finance Expenses - -
Profit/(Loss) before Depreciation/Amortization (PBDT) 4.44 (30.88)
Less: Depreciation 0.07 0.89
Net Profit/(Loss) before Taxation (PBT) 4.37 (31.77)
Less: Provision for Taxation (including Deferred Tax) 0.69 (0.03)
Add/(Less): Extra-ordinary Items (Excess Provisioning) - -
Profit/(Loss) after Tax & Extra-ordinary Items 3.68 (31.75)
Less: Provision for Dividend - -
Less: Transfer to General / Statutory Reserves - -
Profit/(Loss) available for Appropriation 3.68 (31.75)
Add: Profit/(Loss) brought forward from Previous Year (400.65) (368.90)
Balance of Profit/(Loss) carried forward (396.97) (400.65)


Total revenue for the year stood at 369.78 lakh in comparison to last years' revenue of283.79 lakh. In term of Profit before taxation the Company has earned a Profit/(Loss) of4.37 lakh in comparison to last years' Profit/(Loss) of (31.77) lakh. Profit/(Loss) afterTax and Extra-Ordinary Items stood at 3.68 lakh in comparison to last financial year'sProfit/(Loss) of (31.75) lakh. During the financial year the Company after doing allpossible efforts has failed to recover its' Loan to Corporate Clients and thus haswritten off 27.94 lakh as Bad Debts due to non-recovery of Loan.


In view of Losses your Directors do not propose any dividend for the year underreview. During the year under review Nil was transferred to General Reserves.


The paid up Equity Share Capital as on March 31 2022 was 13.108 Crore. During the yearunder review the Company has not issued any share with differential voting rights; norgranted stock options nor sweat equity. As on March 31 2022 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.


Your Company is into the business of Finance & Investments in accordance with theAccounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.


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 previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.


All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company. Therequisite details under Form AOC-2 in Annexure III have been provided elsewhere in thisReport. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has beenmade in the notes to the Financial Statements. All Related Party Transactions are placedbefore the Audit Committee for approval. Omnibus approval was obtained on a yearly basisfor transactions which are of repetitive nature. Transactions entered into pursuant toomnibus approval are verified by the Risk Assurance Department and a statement givingdetails of all Related Party Transactions are placed before the Audit Committee and theBoard for review and approval on a quarterly basis. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company The Company has put in placea mechanism for certifying the Related Party Transactions Statements placed before theAudit Committee and the Board of Directors from an Independent Chartered Accountant Firm.The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company except remuneration and sitting fees.


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.


There are no changes in the nature of business in the financial year 2021-22.


The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In Compliance with Section 149 (7) read with Schedule IV of the CompaniesAct 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 a separate BoardMeeting of Independent Directors of the Company was held on March 3 2022 wherein thefollowing items in agenda were discussed: reviewed the performance of Non-IndependentDirectors and the Board as a whole. reviewed the performance of the Chairperson of thecompany taking into account the views of Executive Directors and Non-Executive Directors;Assessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

The Board evaluates its composition to ensure that the Board has the appropriate mix ofskills experience independence and knowledge to ensure their continued effectiveness. Inthe table below the specific areas of focus or expertise of individual Board members havebeen highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

Sl. No. Essential Core skills/expertise/competencies required for the Company Core skills/expertise/competencies of all the Directors on the Board of the Company
1. Strategic and Business Leadership The Directors and especially the Managing Director have many years of experience.
2. Financial expertise The Board has eminent business leaders with deep knowledge of finance and business.
3. Governance Compliance and Regulatory The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4. Knowledge and expertise of Trade and Technology The Directors have profound knowledge of economic Affairs trade and technology related matters.


The details of the Board Meetings and other Committee Meetings held during thefinancial year 2021-22 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.


There is no change in the composition of Board during the year under review.

The details of programme for familiarization of Independent Directors with the Companynature of the business segments in which the Company operates and related matters are putup on the website of the Company In the opinion of the Board the Independent Directorspossess the requisite expertise and experience and are the persons of high integrity andrepute. They fulfill the conditions specified in the Companies Act 2013 and the Rulesmade thereunder and are independent of the management. Further none of the Directors ofthe Company are disqualified under sub-section (2) of Section 164 of the Companies Act2013.


As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible 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 Listing Regulations a person shall not serve as anindependent director in more than seven listed entities: provided that any person who isserving 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. In the opinion of the Board the IndependentDirectors possess the requisite expertise and experience and are the persons of highintegrity and repute. They fulfil the conditions specified in the Companies Act 2013 andthe Rules made thereunder and are independent of the management.

Independent Directors have confirmed that they have complied with the Company's Code ofBusiness Conduct & Ethics. Details of changes among Directors and KMP during thefinancial year are given in the table below:


Sl. No. Name Designation Date of Appointment Date of Resignation
1. Not Any - - -


Independent Directors of the Company have confirmed compliance of relevant provisionsof Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules 2014. TheNomination and Remuneration Committee had adopted principles for identification of KeyManagerial Personnel Senior Management including the Executive Directors. Further allthe Independent Directors have submitted their disclosures to the Board that they fulfilall the requirements as stipulated in Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules. In terms ofRegulation 25(8) of Listing Regulations they have confirmed that they are not aware ofany circumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their liability to discharge their duties. Based on the declarationreceived from Independent Directors the Board of Directors have confirmed that they meetthe criteria of Independence as mentioned under Section 149 of the Companies Act 2013 andRegulation 16(1)(b) of Listing Regulations and they are independent of the management.


The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation. Pursuant to the provisions of the Act andthe Listing Regulations and based on policy devised by the NRC the Board has carried outan annual performance evaluation of its own performance its committees and individualdirectors. The Board performance was evaluated based on inputs received from all theDirectors after considering criteria such as Board composition and structureeffectiveness of Board and information provided to the Board etc. The performance of thecommittees was evaluated by the Board of Directors based on inputs received from all thecommittee members after considering criteria such as composition and structure ofcommittees effectiveness of committee meetings etc. Pursuant to the Listing Regulationsperformance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. A separate meeting of the Independent Directorswas also held for the evaluation of the performance of non-independent Directorsperformance of the Board as a whole and that of the Chairman of the Board.


Following are the details of Orders passed by Regulators Tribunals or Courts SEBI hasvides its' interim order No. WTM/MPB/ISD/84/2017 dated November 9 2017 for the forensicAudit of the Books of Accounts of the Company and the report of the Forensic Auditors inthe matter is still awaited. The Shares of the Company have been placed under GSM Stage VIbased vide Exchange notice no. 20170807-31 dated August 07 2017 for non-payment ofListing Fees and shall continue to remain in GSM Stage VI until further directions.


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.


Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:

1. In the preparation of the annual accounts for the year ended 31st March2022 all the applicable accounting standards prescribed by the Institute of CharteredAccountants of India have been followed along with proper explanation relating to materialdepartures 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 of affairs of the Company as at March 31 2022 and of the profit ofthe Company for the year ended on that date;

3. that the Directors have 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;

4. that the Directors had prepared the annual accounts 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.


The Company is exposed to credit liquidity and interest rate risk. On the other handinvestment in Stock Market both in Quoted and Unquoted Shares have the risk of change inthe price and value both in term of up and down and thus can affect the profitability ofthe Company. Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns. The Company's approachto addressing business risks is comprehensive and includes periodic review of such risksand a framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.Further the Company is not required to constitute Risk Management Committee under ListingRegulations 2015.


Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2022.


The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.


In Compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy / Vigil Mechanism and has established the necessary vigil mechanism for DirectorsEmployees and Stakeholders of the Company to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Company has disclosed the policy on the website of the Company i.e.


Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.


Statutory Auditors

Messrs Mahato Prabir & Associates Chartered Accountants Kolkata (FRN - 325966E)were appointed as Statutory Auditors of the Company for a period of five consecutive yearsat the 32nd Annual General Meeting (AGM) of the Members held on September 302019 on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 25 2019. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought. The Report given by M/s. Mahato Prabir & Associates onthe financial statement of the Company for the FY 2021-22 is part of the Annual Report.The Notes on financial statement referred to in the Auditor's Report are self-explanatoryand do not call for any further comments. The Auditor's Report does not contain anyqualification reservation adverse remark or disclaimer. During the year under reviewthe Auditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditors

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 hasre-appointed Mr. Sanjay Kumar Vyas Company Secretaries in Practice (C. P. No. 21598) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same doesnot contain any qualification reservation or adverse remark except as stated in saidReport as appearing on Page No. 29 of the Annual Report. During the year your Company hascomplied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to“Meetings of the Board of Directors” and “General Meetings”respectively. In addition to the above and pursuant to SEBI circular dated 8 February2019 a report on secretarial compliance by Mr. Sanjay Kumar Vyas for the FY2021-22 hasbeen submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s ManabendraBhattacharyya & Co. Chartered Accountant Firm Kolkata (FRN 302030E). The main thrustof internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry. The AuditCommittee of the Board of Directors actively reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same. The Company hasa robust Management Information System which is an integral part of the controlmechanism. The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.


In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is attachedas Annexure III to this report.


Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder this is tocertify and declare that there was no case of sexual harassment during the year underreview. Neither there was a case pending at the opening of Financial Year nor has theCompany received any Complaint during the year.


Since the Company is into the business of financing and investment activities in Sharesand Securities; the information regarding Conservation of Energy Technology AbsorptionAdoption and Innovation as defined under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is reported to be NIL. TheDisclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure ‘V' and forms an integral part of this Report. A statement comprising thenames of top employees in terms of remuneration drawn and every persons employedthroughout the year who were in receipt of remuneration in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure ‘VI' and forms an integral part of this annual report. The above Annexure isnot being sent along with this annual report to the members of the Company in line withthe provisions of Section 136(1) of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days. None of the employees listed in thesaid Annexure is a relative of any Director of the Company. None of the employees hold (byhimself or along with his spouse and dependent children) more than two percent of theEquity Shares of the Company.


As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.


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 deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.


The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014.


The Notes on Financial Statement referred in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer for the Financial Year 2021-22.


During the year under review the Statutory Auditors and the Secretarial Auditors havenot reported any instances of frauds committed in the Company by its officers or employeesof Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.


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.


The Board of Directors affirms that the Company has complied with the applicablemandatory Secretarial Standards issued by the Institute of Company Secretaries of India.


During the year there were no transaction requiring disclosure or reporting in respectof matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to dividend voting orotherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company underany scheme;

(d) raising of funds through preferential allotment or qualified institutionsplacement;

(e) significant or material order passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future;

(f) pendency of any proceeding under the Insolvency and Bankruptcy Code 2016; and

(g) instance of one-time settlement with any bank or financial institution.


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 place on record their sincere appreciation for the assistance andguidance provided by the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India government and other regulatory Authorities stockexchanges other statutory bodies Company's bankers Members and employees of the Companyfor the assistance cooperation and encouragement and continued support extended to theCompany. Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Our employees are instrumental in helping theCompany scale new heights year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors lookforward to your continuing support.