Vaishno Cement Company Limited
The Directors present the 31stAnnual Report and Audited Accounts ofthe Company for the year ended 31st March 2018.
1. Financial Summary or highlights
The summarized financial results of the company for the year ended 31stMarch2018 are presented below:
| || ||(Rs in Lacs) |
|Financial Results ||Current Year ||Previous Year |
| ||2017-2018 ||2016-2017 |
|Revenue from operations ||- ||- |
|Income ||2.00 ||3.00 |
|Profit / (Loss) before Tax & Extraordinary Items ||(3.70) ||(3.42) |
|Less : Provision for Taxation ||0.00 ||0.00 |
|Add / (Less) : Extra-Ordinary Items ||0.00 ||0.00 |
|Profit / (Loss) after Tax ||(3.70) ||(3.42) |
2. Overall Performance & Outlook
The Gross Revenue of the Company Stood at Rs.2.00 Lac in Comparison to last year'sfigure of Rs.3.00 Lac whereas Profit / (Loss) after Tax stood at Rs (3.70) Lac incomparison to last Year's Loss of Rs.(3.42) Lac.
3. Dividend on Equity Shares
The Directors have not proposed any dividend for the financial year in view of the lossduring the year and absence of accumulated profits.
4. Share Capital
The paid up Equity Share Capital as on March 31 2018 was Rs.8.95 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2018 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.
During the financial year no directors have resigned from the board of the company.Further there was no appointment of director was being carried out during the year.
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 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.
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligation and Disclosure Requirements) 2015. Further none of the Directors of theCompany are disqualified under sub-section (2) of Section 164 of the Companies Act 2013.
Details of Directors / KMP appointed and resigned during the year
|Sl. No ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||Mrs. Sweta Agarwal ||Company Secretary and Compliance Officer ||15th July2016 ||13th May 2017 |
The relevant details of the above Directors/KMP are given in the Corporate GovernanceReport
6. No of Meetings of The Board:
During the year 7 (Seven) Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
7. Other Committees:
The composition of all the Committee Meetings and its meetings during the financialyear 2017-18 forms part of the Corporate Governance Report.
8. Details of Significant and Material Orders Passed by the Regulators or Courtsor Tribunals Impacting the going concern status and Company's Operations in Future
During the year there are no significant and material orders passed by theRegulators/courts that would impact the going concern status of the company and its futureoperations
9. Directors' Responsibility Statement u/s 134 (5) of the Companies Act 2013
Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors' Responsibility Statement it is hereby confirmed that:
a) In the preparation of the annual accounts for the financial year ended 31stMarch2018 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;
b) The Directors have 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 31st March2018 and ofthe profit and loss of the Company for the year ended 31st March2018;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2018 on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. f) 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 has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
11. Statutory Auditors
At the 29th Annual General Meeting (AGM) of the Company the shareholdershad approved appointment of M/s. Basu & Co. Chartered Accountants (Firm RegistrationNo.302040E) as Statutory Auditors of the Company from the conclusion of 29th AGM till theconclusion of 34th AGM subject to ratification by the Shareholders at every AGM.
The Companies (Amendment) Act 2017 published in the Gazette of India on January 32018 amended few sections of the Companies Act 2013 including omission of first provisoto Section 139(1) of the Companies Act 2013 which provided for ratification ofappointment of Statutory Auditors by members at every AGM.
The amendment to said Section is already effective from May 7 2018. In view of thesame the fresh approval of the members is sought for the ratification of appointment ofM/s. Basu & Co Chartered Accountants (Firm Registration No. 302040E) as StatutoryAuditors of the Company for the remaining term of three years i.e. from the conclusion ofthis 31st Annual General Meeting till the conclusion of the 34thAnnual General Meeting of the Company.
The Board recommends the Ordinary Resolution set out at Item No.2 of the Notice forapproval by the members. None of the Directors Key Managerial Personnel or theirrespective relatives are concerned or interested financially or otherwise in thisresolution.
12. Risk Management
The Company has a Risk Management Policy which has been adopted by the Board ofDirectors currently the Company's risk management approach comprises of the followings:-Governance of Risk Identification of Risk Assessment of Control of Risk The risks havebeen prioritized through a companywide exercise. Members of Senior Management haveundertaken the ownership and are working on mitigating the same through co-ordinationamong the various departments insurance coverage security policy and personal accidentcoverage for lives of all employees. The Company has appointed a Risk Officer and also putin place the risk management framework which helps to identify various risks cuttingacross its business lines. The risks are identified and are discussed by therepresentatives from various functions. Risk Officer makes a presentation periodically onrisk management to the Board of Directors and the Audit Committee. The Board and the AuditCommittee provide oversight and review the risk management policy periodically.
13. Particulars of Loans Guarantees or Investments by the Company
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.
14. Particulars of Contracts or Arrangements with Related Parties:
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year if any were in the ordinary course ofbusiness and on an arm's length pricing basis and do not attract the provisions of Section188 of the Companies Act 2013 thus disclosure inform AOC-2 is not required. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board; is uploaded on theCompany's website.
All related party transactions entered into by the Company during the year has priorapproval of the Audit Committee. There has been no materially significant related partytransaction with the Company's Subsidiaries Promoters Directors Management or theirrelatives which may have potential conflict with the interests of the Company. Thenecessary disclosures regarding the transactions with related parties are given in theNotes to the Annual Accounts for the FY 2017-2018
As per regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)regulations 2015 The Company has a policy on Related Party Transaction and the same hasbeen displayed on the Company's website: http://www.vccl.in .
15. Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the Company does not fall under the criteria of Section 135 of CompaniesAct 2013.
16. Policy on Directors' Appointment and Remuneration Including Criteria forDetermining Qualifications Positive Attributes Independence of a Director KeyManagerial Personnel And other Employees
The Board shall have minimum 3 and maximum 12 directors unless otherwise approved. Noperson of age less than 21 years shall be appointed as a director on the Board. Thecompany shall have such persons on the Board who complies with the requirements of theCompanies Act 2013 Regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Memorandum of Association and Articles of Association ofthe Company and all other statutory provisions and guidelines as may be applicable fromtime to time. Composition of the Board shall be in compliance with the requirements ofRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015Stock Exchange. Except for the Managing Director no other directors are paid remunerationbut are paid only sitting fees and profession fees for professional services rendered. TheMD is paid remuneration and out of pocket expenses are reimbursed as approved by theShareholders but is not paid any sitting fees. MD Company Secretary and Chief FinancialOfficer shall be the Key Managerial Personnel (KMPs) of the Company. All persons who areDirectors / KMPs members of Senior Management and all other employees shall abide by theCode of Conduct. Directors/KMPs shall not acquire any disqualification and shall bepersons of sound integrity and honesty apart from knowledge experience etc. in theirrespective fields.
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 are formulated by the Nomination and Remuneration Committee.
17. Establishment of Vigil Mechanism/Whistle Blower policy
As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has a vigil mechanism policy to deal with instance of fraud andmismanagement if any and policy also lays down the process to be followed for dealingwith complaints and in exceptional cases also provides for direct appeal to the Chairmanof the Audit Committee. The Whistle Blower Policy covering all employees and directors ishosted on the Company's website at www.vccl.in.
18. The Details in respect of adequacy of Internal Financial Controls
The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act 2013. For the year ended 31st March 2018 theBoard is of the opinion that the Company has sound IFC commensurate with the nature andsize of its business operations; wherein controls are in place and operating effectivelyand no material weaknesses exist. The Company has a process in place to continuouslymonitor the existing controls and identify gaps if any and implement new and /orimproved controls wherever the effect of such gaps would have a material effect on theCompany's operation. The Company has an Internal Control System commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalAudit (IA) function is defined in the Internal Audit Charter. To maintain its objectivityand independence the Internal Audit function reports to the Chairman of the AuditCommittee of the Board. The Internal Audit Department monitors and evaluates theefficiency and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
19. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and 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 contractual temporary trainees) are covered under thispolicy. The following is a summary of sexual harassment complaints received and disposedoff during each Calendar year:
No. of complaints received: Nil No. of complaints disposed off: Nil
20. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure"A" to this Report.
21. A Statement Indicating the Manner in which formal Annual Evaluation has been madeby the board of its own Performance and that of its Committees and Individual Directors;
a) Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman Draft parameterized feedback forms for evaluation of the Board IndependentDirectors and Chairman.
b) Independent Directors at a meeting without anyone from the non-independent directorsand management considered/evaluated the Board's performance performance of the Chairmanand other non-independent Directors.
c) The Board subsequently evaluated performance of the Board the Committees andIndependent Directors.
22. The Details of Familiarization Programme arranged for Independent Directors havebeen disclosed on website of the Company and are available at the following link:
The Familiarization Programme for Independent Directors is hosted on the Company'sWebsite at http://www.vccl.in
23. Secretarial Audit Report
Pursuant to the requirements of the Companies Act 2013 the Company has appointed Mr.Sanjeev Kumar Poddar Practicing Company Secretaries (COP 4207) as the Secretarial Auditorfor financial year 2017-2018 whose report of 28th May 2018 is attachedseparately to this report as Annexure "B".
24. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
Since the Company is into the Business of broking & commission activities; theinformation regarding conservation of energy Technology Absorption Adoption andinnovation under section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is reported to be NIL and the Company has not earned orused foreign exchange earnings/outgoings during the year under review.
25. 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.
26. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
27. Management Discussion and Analysis
The Management Discussion and Analysis Report forms part of the Annual Report andinclude various matters specified under Regulation 34(2) (e) of the SEBI (LODR)Regulations 2015 form part of this Report.
28. Corporate Governance Report
The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this report and the requisite Certificate duly signed bythe practicing Company Secretary confirming compliance with the conditions of CorporateGovernance forms part of this Report.
The Board of Directors express their appreciation for the sincere co-operation andassistance of Government Authorities Bankers Customers Suppliers Business Associatesand the efforts put in by all the employees of the Company. The Board of Directorsexpresses their gratitude to all our valued shareholders for their confidence andcontinued support to the Company.
| ||For Vaishno Cement Company Limited |
| ||Sd/- |
|Registered Office: ||Nabin Kumar Jain |
|Vaishno Chambers ||(Din:- 07131373) |
|6 Brrabourne Road ||Director |
|Kolkata-700 001 || |
|Date: - 28th May 2018 || |
|Place: - Kolkata || |