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Vaishno Cement Co Ltd.

BSE: 526941 Sector: Industrials
NSE: N.A. ISIN Code: INE116E01018
BSE 00:00 | 30 Aug Vaishno Cement Co Ltd
NSE 05:30 | 01 Jan Vaishno Cement Co Ltd
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OPEN 2.53
CLOSE 2.53
VOLUME 200
52-Week high 2.53
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vaishno Cement Co Ltd. (VAISHNOCEMENT) - Director Report

Company director report

Dear Members

The Board of Directors of Vaishno Cement Company Limited are pleased to present theThirty Fourth Annual Report for the Financial Year ended 31st March 2021 together withthe Auditors' Report and Audited Accounts for the Financial Year 2020- 2021.

FINANCIAL RESULTS :

The summarized performance of the Company for the Financial Years 2020- 2021 and 2019-2020 are as under:

(Amount Rs.)
Year ended 31st March 2021 Year ended 31st March 2020
Income 0.00 0.00
(Loss) / Profit before Finance Cost Depreciation and Taxation (51.04) (7.75)
Less: Provision for Taxation 0.00 0.00
Add /(Less) : Extra Ordinary Items 0.00 0.00
Profit/ (Loss) after Tax (51.04) (7.75)

FINANCIAL PERFORMANCE:

During the year under review your Company recorded Loss of Rs. (5103704/-)

DIVIDEND & RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend duringthe Financial Year in view of loss during the year and absence of accumulated profits.

CHANGES IN SHARE CAPITAL:

There has been no change in the equity share capital of the Company during theFinancial Year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company Joint Venture Or Associate Companiesas on the date of the Balance Sheet.

LISTING:

The equity shares of the Company are presently listed on The Calcutta Stock ExchangeLtd. and Bombay Stock Exchange Limited and the listing fees on the said Stock Exchange forthe Financial Year 2020- 2021 have not been paid.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under review as stipulatedunder SEBI(LODR) Regulations 2015 is set out in the annexure A forming part of the AnnualReport

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during each Calendar year:

No. of complaints received: Nil

No. of complaints disposed off: Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of theCompanies Act 2013 the provision of section 134(3)(o) of the Companies Act 2013 is notapplicable and no disclosure is required by the Board.

CORPORATE GOVERNANCE REPORT

Since the paid up share capital of your Company and its net-worth was below theprescribed limit as per the regulation 15 of SEBI (LODR) Corporate Governance is notmandatory on the Company during the financial year 2020-2021 and accordingly a separatesection on Corporate Governance is not attached herewith.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Act and the Company's Articleof Association Mr. Naresh Halge (DIN: 02340023) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself re-appointment in compliance withprovisions of Companies Act 2013.

During the Financial Year under review Ms. Jagrati Suhalka was appointed as CompanySecretary of the Compnay w.e.f 21st August 2020.

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.

Details of Directors / KMP appointed and resigned during the year

Name Designation Date of Appointment Date of Resignation
Jagrati Suhalka Company Secretary 21st August 2020 -

PARTICULARS OF EMPLOYEES:

None of the employees of the Company attract the provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 during theyear under report and therefore no disclosure need to be made under the said provision.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act 2013 the Board of Directors here by stateand confirm that:-

In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; The Directorshad selected such accounting policies and applied consistently and have made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31.03.2021 and of the profit of the Company for theyear ended 31.03.2021;

The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; TheDirectors had prepared the annual accounts on a going concern basis; The Directors hadlaid down Internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and The Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

DETAILS OF BOARD MEETINGS:

During the Financial Year under review five meeting of Board of Directors were heldi.e. on 30/06/2020 21/08/2020 08/09/2020 10/11/2020 & 13/02/2020 and its detailsare as follows:

Name of Directors No.of Board Meeting(s) attended
MR. NARESH HALGE 5/5
MR. NABIN KUMAR JAIN 5/5
MR.MANU SHEKHAR AGARWAL 5/5
MS. MRINALINI SHARMA 5/5

The Company has duly complied with the provisions related to NoticeMinutes andMeetings as prescribed under the Companies Act2013 and Rules made thereunderif any.

COMMITTEES OF BOARD: ? AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Companies Act2013 and relevantrules made thereunder the Company has constituted the Audit Committee and the AuditCommittee of the Board of Directors met four times during the financial year under review.

Name of Directors Chairman/ Members No.of Board Meeting(s) attended
MR. NABIN KUMAR JAIN Chairman 4/4
MR.MANU SHEKHAR AGARWAL Members 4/4
MS. MRINALINI SHARMA Members 4/4

? NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act 2013 andrelevant rules made thereunder the Company has constituted the Nomination andRemuneration Committee and the details of composition of the Nomination and RemunerationCommittee of the Board of Directors are as under:

Name of Directors Chairman/ Members No.of Board Meeting(s) attended
MR. NABIN KUMAR JAIN Chairman 1/1
MR.MANU SHEKHAR AGARWAL Members 1/1
MS. MRINALINI SHARMA Members 1/1

? STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act2013 and relevantrules made thereunder the Company has constituted the Stakeholders Relationship Committeeand the and the details of composition of the Stakeholders Relationship Committee of theBoard of Directors are as under.

Name of Directors Chairman/ Members No.of Board Meeting(s) attended
MR. NABIN KUMAR JAIN Chairman 4/4
MR.MANU SHEKHAR AGARWAL Members 4/4
MS. MRINALINI SHARMA Members 4/4

DECLARATION BY INDEPENDENT DIRECTOR:

Mr. Nabin Kumar Jain Mr. Vineet Agarwal Mrs. Kakali Ghosh Ms. Mrinalini Sharma &Mr.Manu Shekhar Agarwal are the Independent Directors on the Board of your Company andthey fulfill the conditions of Independence specified in Section 149(6) of the CompaniesAct 2013 and Rules made thereunder and meet with the requirement of the Listing Agreemententered into with the Stock Exchanges. A format letter of appointment to IndependentDirector as provided in Companies Act 2013 and the repealed Listing Agreement has beenissued and disclosed on the website of the Company viz. www.vccl.in . Further theIndependent Directors of your Company in the meeting held on 30.03.2019 has reviewedperformance evaluation of Non-Independent Directors of the Company and other agendas inline with the requirement of the Listing Agreement read with applicable provisions ofSchedule IV of the Companies Act 2013 were transacted thereat.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return isenclosed as Annexure B.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under Ms. Manisha LathPracticing Company Secretary had been appointed Secretarial Auditor of the Company. TheSecretarial Audit Report enclosed as Annexure C is self-explanatory and does not call forany further comments.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Your Company has not given any loan guarantee and no investments have been made duringthe year under review.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act 2013 and applicable clause ofthe Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims toprovide a channel to the Directors and employees to report to the management instances ofunethical behavior actual or unsuspected fraud or violation of the Company's code ofconduct. The policy provides adequate safeguard against victimization of employees andDirectors who avail of Whistle Blower/Vigil Mechanism and also provide for direct accessto the Chairman of the Audit Committee etc.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the financial year ended 31.03.2021.Therefore the provisions of Section 188 of the Companies Act 2013 were not attracted.Further there are no materially significant related party transactions during theFinancial Year under review made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. Thus disclosure in Form AOC-2 is not required.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Committee. The Board of Directors expressed their satisfaction with theevaluation process.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Board has formulated the Nominationand Remuneration Policy which broadly laid down the various principles for selectionappointment and payment of remuneration. The said policy provides the procedure forselection and appointment of Board Members Key Managerial Personnel (KMPs) and SeniorManagement Personnel (SMPs) of your Company along with detailed framework for remunerationto be paid to the members of the Board of Directors Key Managerial Personnel(KMPs) andthe Senior Management Perssonel (SMPs) of the Company. The Nomination and RemunerationCommittee identifies suitable candidates in the event of a vacancy being created on theBoard on account of retirement resignation or demise of an existing Board member.Based onthe recommendations of the Committee the Board evaluates the candidate(s) and decide onthe selection of the appropriate member. The Committee along with the Board reviews on anannual basis appropriate skills characteristics and experience required of the Board asa whole and its individual members.The Board members should be qualified independent andhave positive attributes.Brief aforesaid Policy has been produced as hereunder: (i) Theremuneration policy aims to enable the Company to attractretain and motivate highlyqualified members for the Board and other executive level. (ii) The remuneration policyseeks to enable the Company to provide a well-balanced and performance-relatedcompensation packagetaking into account shareholder's interests industry standards andrelevant Indian corporate regulations.

(iii) The remuneration policy will ensure that the interests of the Board members &senior executives are aligned with the business strategy and risktoleranceobjectivesvalues and long-term interests of the Company and will be consistentwith the

"pay-for-performance" principle.

(iv)Remuneration package largely consists of basic remunerationperquisitesallowancesand performance incentives. The components of remuneration vary for different employeegrades and are governed by industry patternsqualifications and experience of theemployeeresponsibilities handled by him his individual performancesetc.

INTERNAL FINANCIAL CONTROL:

The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. Efforts are made by the management to maintain asound financial and commercial practice capable of improving the efficiency of theoperations and sustainabilit y of the business. The system ensures that all the assets aresafeguarded and protected against loss from unauthorized use or disposition and those areauthorized recorded and reported correctly. All operating parameters are monitored andcontrolled. The Audit Committee of the Board of Directors also reviews the adequacy andeffectiveness of internal control systems and suggests improvement for strengthening themfrom time to time.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations

CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

As required under Section 134(3)(m) of the Companies Act 2013 read with the and Rule8(3) of Companies (Accounts) Rules 2014 the Company has no activity involvingconservation of energy or technology absorption foreign exchange earnings and outgo.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34 of the SEBI ListingRegulation is not applicable to your Company for the financial year ended March 31 2021.

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 Officers and designated employees ofthe Company. The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors Officers and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with theCode.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution ofemployees at all levels. Your Directors also take this opportunity to thank the Company'sBankers Shareholders and all others concerned for their valuable support and cooperationextended to the Company.

Place: Kolkata For and on behalf of the Board For and on behalf of the Board
Date: 30.06.2021
S/d S/d
Naresh Halge Nabin Kumar Jain
Whole-time Director Director
DIN: 02340023 DIN: 07131373
For and on behalf of the Board
S/d
Jagrati Suhalka
Company Secretary

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