To The Members
Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312020.
(Rs. in Lakh)
|Financial Results ||Year Ended ||Year Ended |
| ||31.03.2020 ||31.03.2019 |
|Revenue for the year ||1148.48 ||59.16 |
|Profit/(Loss) before Tax (PBT) ||(459.02) ||10.82 |
|Less: Finance Expenses ||0.00 ||0.00 |
|Profit/(Loss) before Depreciation/Amortization (PBDT) ||(459.02) ||10.82 |
|Less: Depreciation ||1.02 ||1.10 |
|Net Profit/(Loss) before Taxation (PBT) ||(460.04) ||9.72 |
|Less: Provision for Taxation (including Deferred Tax) ||(0.04) ||(0.06) |
|Add/(Less): Extra-ordinary Items (Excess Provisioning) ||(0.70) ||0.00 |
|Profit/(Loss) after Tax & Extra-ordinary Items ||(459.29) ||7.22 |
|Less: Provision for Dividend ||0.00 ||0.00 |
|Less: Transfer to General / Statutory Reserves ||0.00 ||0.00 |
|Profit/(Loss) available for Appropriation ||(459.29) ||7.22 |
|Add: Profit/(Loss) brought forward from Previous Year ||90.39 ||83.18 |
|Balance of Profit/(Loss) carried forward ||(368.90) ||90.39 |
COVID-19 has been declared as a global pandemic. The Government of India has declared acomplete lock-down since March 24 2020 and the same is continuing with the minorexemptions; essential services were allowed to operate with limited capacity. CapitalMarket and Banking Services have been declared as essential services and accordingly theCompany has been continuing the operations with minimum permitted staff. However otheremployees were encouraged to work from home. All operations were smoothly ensured withoutany interruptions. The coronavirus outbreak is a human tragedy affecting hundreds ofthousands of people economies and businesses. A halt in the industrial activities due tothe nationwide lockdown coupled with slowdown in the downstream products will lead to adecline in our revenues. Profitability will also get affected as the operating levels andfixed costs remain high.
Total revenue for the year stood at 1148.48 lakh in comparison to last years' revenueof 59.16 lakh. In term of Profit before taxation the Company has earned a Profit/(Loss)of (460.04) lakh in comparison to last years' Profit/(Loss) of 9.72 lakh. Profit/(Loss)after Tax and Extra-Ordinary Items stood at (459.29) lakh in comparison to last financialyear's Profit/(Loss) of 7.22 lakh. During the financial year the Company after doing allpossible efforts has failed to recover its' Loan to Corporate Clients and thus haswritten off 600.00 as Bad Debts due to non-recovery of Loan.
DIVIDEND AND RESERVES
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 2020 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 2020 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.
PARTICULARS OF LOANS GUARANTEES & 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 previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
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.
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 2019-20.
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 a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and non-executivedirectors.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2019-20 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 the Company has appointed Mr. Gwal Das Vyas (DIN: 01319377) asExecutive Director of the Company to fill-up vacancy caused due to sad demise of its' thenManaging Director Mr. Shyam Sundar Parasramka. Apart from the above there is no change inthe composition of Board. The details of programme for familiarization of IndependentDirectors with the Company nature of the business segments in which the Company operatesand related matters are put up on the website of the Company In the opinion of the Boardthe Independent Directors possess the requisite expertise and experience and are thepersons of high integrity and repute. They fulfill the conditions specified in theCompanies Act 2013 and the Rules made thereunder and are independent of the management.Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
INDEPENDENT DIRECTORS & KMPs
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 fulfill the conditions specified in the Companies Act 2013 andthe Rules made thereunder and are independent of the management. Independent Directorshave confirmed that they have complied with the Company's Code of Business Conduct &Ethics. Neither there was a change in the composition of Board during the currentfinancial nor was a change in the employees from KMP category except as stated hereinbelow.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. Mr. Gwal Das Vyas ||Chairman & Managing Director ||29-10-2019 ||- |
|2. Mr. Shyam Sundar Parasramka* ||Chairman & Managing Director ||- ||30-10-2019* |
*Office vacated due to sad demise of Managing Director
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
All the Independent Directors have submitted their disclosures to the Board that theyfulfil all 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 meet the criteria ofIndependence as mentioned under Section 149 of the Companies Act 2013 and Regulation16(1)(b) of Listing Regulations and they are independent of the management.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
Following are the details of Orders passed by Regulators Tribunals or Courts
SEBI has vides its' interim order No. WTM/MPB/ISD/84/2017 dated November 9 2017 forthe forensic Audit of the Books of Accounts of the Company and the report of the ForensicAuditors in the matter is still awaited. The Shares of the Company have been placed underGSM Stage VI based vide Exchange notice no. 20170807-31 dated August 07 2017 fornon-payment of Listing Fees and shall continue to remain in GSM Stage VI until furtherdirections.
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
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 31stMarch 2020 all the applicable accounting standards prescribed by the Institute ofChartered Accountants of India have been followed along with proper explanation relatingto 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 of affairs of the Company as at March 31 2020 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.
BUSINESS RISK MANAGEMENT
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. 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.Further the Company is not required to constitute Risk Management Committee under ListingRegulations 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
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 2020.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
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.
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.com
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
AUDITORS 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. There is no audit qualification reservation or adverseremark for the year under review.
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. 22 of the Annual Report. In addition to the above andpursuant to SEBI circular dated 8 February 2019 a report on secretarial compliance by Mr.Sanjay Kumar Vyas for the FY2019-20 has been submitted with stock exchanges.
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 S. Gattani &Co. Chartered Accountant Firm Kolkata (FRN - 326788E). The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry. The Audit Committee of theBoard of Directors actively reviews the adequacy and effectiveness of the internal controlsystems and suggests improvements to strengthen the same. The Company has a robustManagement Information System which is an integral part of the control mechanism. TheAudit Committee of the Board of Directors Statutory Auditors and the Key ManagerialPersonnel are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
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 2020 made under theprovisions of Section 92(3) of the Act is attached as Annexure III to this report.
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 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.
STATUTORY INFORMATION AND OTHER DISCLOSURES
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 IV' and forms an integral part of this Report. A statement comprisingthe names 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 V' 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.
BUSINESS RESPONSIBILITY REPORT
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.
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 deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
MAINTENANCE OF COST RECORDS
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 2019-20.
REPORTING OF FRAUDS BY AUDITORS
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.
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.
Your Directors state that during Financial Year 2019-20:
The Company has not issued any Equity Shares with differential rights as to DividendVoting or otherwise. The Company has not issued any Sweat Equity Shares during the year.There are no significant or material orders passed against the Company by the Regulatorsor Courts of Tribunals during the year ended March 31 2020 which would impact the goingconcern status of the Company and its future operations.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may beforward-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 June 27 2020 ||By order of the Board |
| ||For V B INDUSTRIES LIMITED |
|Registered Office: || |
|9 Old China Bazar Street ||Gwal Das Vyas |
|Room No. 85 5th Floor ||DIN: 01319377 |
|Kolkata -700 001 ||Managing Director |