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Valley Magnesite Company Ltd.

BSE: 539543 Sector: Financials
NSE: N.A. ISIN Code: INE834E01016
BSE 05:30 | 01 Jan Valley Magnesite Company Ltd
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Valley Magnesite Company Ltd. (VALLEYMAGNESITE) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting their 31st Annual Report on the business andoperations of the Company together with the Audited Accounts of the Company for thefinancial year ended March 31 2019.

FINANCIAL SUMMARY:

PARTICULARS Year ended 31st March 2019 Year ended 31st March 2018
Profit (Loss) before Tax 1944553.20 3989775.49
Provisions for Taxation
- Current provisions (858471.00) (1239933.00)
- Earlier year taxes - (3532.00)
- Provision for deferred Tax (2012018.14) 2120307.17
Profit after Tax (925935.94) 4866617.66
Other Comprehensive Income 38267.24 (3469.34)
Total Comprehensive Income (887668.70) 4863148.32
Balance Brought forward
- Retained earnings 47049157.53 42182539.87
- Other Comprehensive Income (24034.88) (20565.54)
Balance Carried forward to Balance Sheet
- Retained earnings 46123221.59 47049157.53
- Other Comprehensive Income 14232.36 (24034.88)

DIVIDEND

In order to consolidate the Company's financial position your directors consider itprudent not to recommend dividend for the year under review.

RESERVES

No amount is proposed to carry to any reserves by the board of directors.

STATE OF COMPANY'S AFFAIR

The results for the reporting year compared with the prior year were affected mainlydue to non-selling of investments which resulted in a decline in revenues. However themarket value of Current Investments is increased substantially as compared to last year.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

The Company does not become or ceased to be or have any Subsidiary/Joint Ventures/Associate Companies during the year.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL

During the year under review the company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information required u/s. 134(3)(q) of the Companies Act 2013 read with the Rule8(3) of Companies (Accounts) Rule2014 with respect to conservation of Energy Technologyabsorption are not applicable to the company. The Company has no foreign exchange outflowor inflow during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has complied with the provisions of section 186 of the Companies Act 2013in relation to Loan Investment & Guarantee given by the company during the financialyear and no disclosures in this regard is required under the aforesaid section in thisReport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act 2013 & the listingregulations the Board of Directors has adopted risk management policy for the Companywhich provides for identification assessment and control of risks which in the opinion ofthe Board may threaten the existence of the Company. The Management identifies andcontrols risks through a properly defined framework in terms of the aforesaid policy.

At present the company has not identified any element of risk which may threaten theexistence of the company.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 read together with Rule of the Companies Actthe "Corporate Social Responsibility" (CSR) requirement is not applicable tothe Company.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (LODR) Regulation 2015 of the Listingagreement shall be annexed with the report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. The managementof the Company through the policy envisages encouraging the employees of the Company toreport to the higher authorities any unethical improper illegal or questionable actsdeeds & things which the management or any superior may indulge in. This policy hasbeen circulated to employees of the Company. However no employee has been denied accessto the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

None of the employees who were in receipt of remuneration in excess of the limits asspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 throughout or part of the financial year under review was engagedin the company.

DIRECTORS:

Changes in Directors and Key Managerial Personnel

Mrs. Sudha Agarwalla retires by rotation and being eligible offers herself forre-appointment. The Directors recommend Mrs. Sudha Agarwalla for re-appointment.

In terms of the requirements of the Companies Act 2013 the Independent Directors ofthe Company were appointed for a period of five years. The Board of Directors on basis ofthe recommendation of the Nomination and Remuneration Committee proposed to re-appoint Mr.Shambhu Nath Modi and Mr. Pratap Ram Ganguly as the Independent Directors of the Companyfor a second term. A resolution proposing reappointment of Independent Directors of theCompany for the second term pursuant to Section 149(6) of the Companies Act 2013 formspart of the Notice of Annual General Meeting.

Independent Director(s) declaration

Mr. Shambhu Nath Modi and Mr. Pratap Ram Ganguly who are Independent Directors havesubmitted a declaration that each of them meets the criteria of independence as providedin Sub-Section (6) of Section 149 of the Act and listing regulation. Further there hasbeen no change in the circumstances which may affect their status as independent directorduring the year.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulation theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

Code of Conduct

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Managing Directors and forms part of the Annual Report.

Board Meeting

During the year seven Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013. Thedetails of which are given in the Corporate Governance Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Anand Khandelia a firm of company secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure A".

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to the provisions of section 139 of the Companies Act 2013 M/s. VMD &Associates Chartered Accountants were appointed as statutory auditors of the Company atthe 29th Annual General Meeting (AGM) of the Company for a period from the conclusion ofthe said AGM till the conclusion of the 34th AGM.

The Auditor of the company has not made any qualification reservation or adverseremark or disclaimer in his report and hence do not call for any further comments underSection 134 of the Companies Act 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

EMPLOYEES RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in listing regulation.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2018-2019 no complain had been received.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers Executives Staff and workers at all levels for their continuouscooperation and assistance.

Place: Kolkata For and on behalf of the Board
Dated: 29th May 2019 (Arun Kumar Agarwalla) (Sudha Agarwalla)
Managing Director Director
DIN:00607272 DIN: 00938365