TO THE MEMBERS OF
VALSON INDUSTRIES LIMITED
The Directors present the Thirty Seventh Annual Report together withthe Audited Annual Financial Statements for the financial year ended 31stMarch 2021. The Management Discussion and Analysis has also been incorporated into thisreport.
1. FINANCIAL RESULTS
Key highlights of Financial Results for Valson Industries Limited forthe financial year 2020 21 are tabulated below:
(Rs. in Lakhs)
|Particulars ||Year ending ||Year ending |
| ||31.03.21 ||31.03.20 |
|Revenue from operations ||6352.91 ||9154.72 |
|Operating Profit(PBOIDT) before Other Income and Interest and Depreciation and Tax ||(109.81) ||418.14 |
|Finance Cost ||115.14 ||107.80 |
|Depreciation ||311.05 ||308.38 |
|Operating Profit before other income and extra ordinary activity ||(536.00) ||1.96 |
|Other Income ||38.10 ||55.72 |
|Profit before Tax ||(497.90) ||57.68 |
|Taxation ||2.42 ||(12.89) |
|Profit after Tax ||(500.32) ||70.57 |
|Other Comprehensive Income (Net) ||9.28 ||7.18 |
|Total Comprehensive Income ||(491.04) ||77.75 |
|Balance of Profit brought forward ||1885.00 ||1899.61 |
|Amount available for appropriations ||1393.95 ||1977.36 |
|Appropriations: || || |
|Dividend on Equity Shares ||- ||76.61 |
|Dividend Tax on Equity Shares ||- ||15.75 |
|Balance carried forward to Balance Sheet ||1393.95 ||1885.00 |
|Total ||1393.95 ||1977.36 |
|EPS (Basic & Diluted) ||(6.53) ||0.92 |
There was no revision in the Financial Statements.
Since the company has incurred loss during the financial year2020-2021 your directors do not recommend any dividend. (Rs. Nil in financial year 201920)
3. BUSINESS OPERATIONS & HIGHLIGHTS OF PERFORMANCE
Your Company is a leading manufacturer of polyester texturised dyedyarn and processor of cotton and other fancy yarns with customers having diverse uses.Quality Products and Services has been the top most priority and after continuous researchand efforts your Company has ventured into the dyeing of various qualities of yarns. YourCompany today has wide range of polyester dyed yarn with a strong market acceptance andniche position for exclusive shades and grades.
The Covid-19 pandemic has adversely impacted exports as well asdomestic sales and with second wave has been seen both the domestic markets and exportsfalling.
The operations of the Company were disrupted in last week of March2020 due to lockdown. Operations were restarted in a phased manner after necessarypermissions from the Statutory Authorities in the last week of April 2020.
Due to unpredictable and fast changing COVID-19 situation it is verydifficult to assess the future impact of COVID-19 on business operations and it isexpected to recover over confident about our ability to manage period of time.However we are our trusted brands this crisis through our financial our consumers ourcommitted employees and with the joint efforts and quality of leadership we are glad tostate that we have achieved revenue of Rs. 6352.91 Lakhs (i.e. 69.40%).
During the year 2020-2021 the company has procured the need basemachinery and ancillaries of Rs. 56.86 Lakhs; the details of which are as under:
|Assets ||Cost (Rs in Lakhs) |
|Indigenous Plant & Machinery ||24.60 |
|Ancillaries & Errection ||1.96 |
|Utilities Equipment's ||12.48 |
|Electrical Installation ||1.84 |
|Office ||5.18 |
|Computers ||2.08 |
|Capital WIP Furniture ||8.42 |
|Capital WIP Software ||0.30 |
|Total capital expenditure for the Vapi and Silli Unit ||56.86 |
During the year the company has incurred the Capex of Rs. 24.60 Lakhsin Solar Panel (80 KVA) at our Silli unit to meet the compliance of the DNH PowerDistribution Ltd. The company has completed the said installation and started generatingpower which is use for self-consumption resulting in reduction of purchase of powerconsumption. The company has generated 18359 units approx. saving of Rs. 0.81 Lakhs.
There was no change in nature of business of your Company during theyear under review.
This year was globally unexpected and adverse for everyone includingthe textile industry and our company has also got hit. The company was in lock down till 1stweek of May 20 and was not fully operated due to Govt. Covid19 guidelines till September2020
There was fluctuation in raw-material prices increase in powercost atUT Dadra & Nagar Haveli Diu and Daman and increase in staff (Labour) cost.
Please find below the highlights of the financial performances of yourCompany during the financial year 2020-2021:
1) There is a decline of 19.48% in Texturising production (4113 MT)compared to last year (5108 MT).
2) There is a decline of 37.45% in Twisting production (1488 MT)compared to last year (2379 MT).
3) There is decline of 20.34% in Sales (4346 MT) compared to last year(5456 MT).
4) There is a decline of 37.06% in Dyeing production (2505 MT) comparedto last year (3980 MT).
5) There is a decline of 30.7% in terms of Revenue from operations (Rs.6352.91 Lakhs) compared to last year (Rs. 9154.72 Lakhs) mainly due tofluctuation/volatility in crude price.
6) During the year there is an increase in finance cost to Rs. 107.80Lakhs from 107.80 Lakhs (i.e. increase of 6.8%).
7) The company has reduced and controlled it's staff cost to Rs.842.15 compared to last year Rs. 1304.60 Lakhs (during the year company had reduced theexisting salary to 50% 60% 75% category wise for few months).
8) The company's power cost has also reduced to Rs. 688.78 Lakhscompared to Rs. 985.98 Lakhs mainly due to lockdown and restrictions and Solar Powerproduction.
9) Depreciation is Rs. 311.05 Lakhs and has increased in comparison tolast year (Rs. 308.38 Lakhs).
10) The Operating Profit/(Loss) before Other income and Interest andDepreciation and Tax decreased by 126.26% (Loss) Rs. 109.81 Lakhs as compared to last yearamount of (Rs. 418.14 Lakhs).
4. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT2013
No material changes and commitments which could affect yourCompany's financial position have occurred between the end of the financial year ofyour Company i.e. 31 st March 2021 and date of this report i.e. June 30 2021.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2021 isRs. 766.08 Lakhs. During the year under review your Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity. There was nochange in your Company's share capital during the year under review. The Promoter andPromoter Group are holding 5189834 shares equivalent to 67.75% of the total Issued andPaid-up Share Capital.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &PROTECTION FUND
During the financial year 2020 21 unclaimed Dividend of Rs. 40487/-was transferred to the Investor Education and Protection Fund established by the CentralGovernment in compliance with Section 125 of the Companies Act 2013 read with theInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016. The said amount represents Final Dividend for the financial year 2012 13 whichremained unclaimed for a period of 7 years from its due date for payment.
7. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THEINVESTOR EDUCATION AND PROTECTION FUND
In line with the statutory requirements your Company is in the processof transferring to the credit of the Investor Education and Protection Fund set up by theGovernment of India equity shares in respect of which dividend had remained unpaid /unclaimed for a period of seven (7) consecutive years.
8.1 Retirement by Rotation
Pursuant to Section 152 (6) of the Companies Act 2013 and in terms ofthe Articles of Association of your Company Mrs. Asha S. Mutreja Director retires byrotation at the forthcoming Annual General Meeting. Being eligible she offers herself forre-appointment.
8.2 Declaration by Independent Directors
Your Company has received declarations from all the IndependentDirectors of your Company confirming that they meet with the criteria of independence asprescribed both under Sub-Section 6 of Section 149 of the Companies Act 2013 and underRegulation 16 (1) (b) of the SEBI (LODR) Regulations 2015 and pursuant to Regulation 25of the said Regulations that they are not aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence. The Board is of the opinion that the Independent Directors of the Companypossess requisite qualifications experience and expertise in the fields of financepeople management strategy auditing tax advisory services and they hold higheststandards of integrity.
Regarding proficiency the Company has adopted requisite steps towardsthe inclusion of the names of all Independent Directors in the data bank maintained withthe Indian Institute of Corporate Affairs Manesar (IICA'). Accordingly theIndependent Directors of the Company have registered themselves with the IICA for the saidpurpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies(Appointment & Qualification of Directors) Rules 2014 certain Independent Directorsare required to under take online proficiency self-assessment test conducted by the IICAwithin a period of one (2) years from the date of inclusion of their names in the databank. Those Independent Directors who have to undertake online proficiency self-assessmenttest will appear for the same.
8.3 Familiarization Program for Independent Directors
The Program intends to provide insights into your Company so that theIndependent Directors can understand your Company's business in depth and the rolesrights responsibility that they are expected to perform / enjoy in your Company to keepthem updated on the operations and business of your Company thereby facilitating theiractive participation in managing the affairs of your Company. In addition to the aboveDirectors are periodically advised about the changes effected in the Corporate Law SEBI(LODR) Regulations 2015 with regards to their roles rights and responsibilities asDirectors of your Company.
8.4 Annual Performance Evaluation
The annual performance evaluation of the Independent Directors andBoard Committees i.e. Audit Stakeholders Relationship and Nomination & RemunerationCommittees was carried by the entire Board and the annual performance evaluation of theChairman Board as a whole Non Independent Directors was carried out by theIndependent Directors.
The annual performance evaluation was carried out in accordance withthe criteria laid down by the Nomination and Remuneration Committee of your Company and asmandated under the Companies Act 2013 and the SEBI (LODR) Regulations 2015 as amendedfrom time to time.
8.5 Key Managerial Personnel
The following persons have been designated as Key Managerial Personnelof your Company pursuant to Section 2 (51) and Section 203 of the Act read with Rule 8(5) (iii) of the Companies (Accounts) Rules 2014 framed there under:
1. Mr. Suresh N. Mutreja Chairman Managing Director
2. Mrs. Asha S. Mutreja Whole Time Director
3. Mr. Varun S. Mutreja Whole-Time Director CFO
4. Mr. Kunal S. Mutreja Director CEO
5. Mrs. Neeti Alwani Company Secretary and Compliance Officer*
*Appointed w.e.f. 01st March 2021.
None of the Key Managerial Personnel have resigned during the yearunder review.
None of the Directors have attained the age of 75 years except Mr.Surendrakumar Suri. In terms of Regulation 17 (1) (c) of SEBI (LODR) Regulations 2015the approval of the members for his re-appointment by way of special resolution has beentaken at the 35th Annual General Meeting of the Company held on 30thSeptember 2019.
8.6 Appointment of Company Secretary
Your Company has appointed Mrs. Neeti Alwani as Company Secretary andCompliance Officer of the Company w.e.f. 01st March 2021.
Your Company has intimated about the above change to the StockExchange(s) where the securities of Company are listed i.e. BSE Limited. The necessaryForm DIR 12 for the above appointment of Company Secretary and Compliance Officer has alsobeen filed with Registrar of Companies Mumbai.
8.7 Remuneration Policy
The Board has in accordance with the provisions of Sub-Section (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining qualifications positive attributes independence of a Director relating toremuneration for Directors Key Managerial Personnel and Senior Management Employees. Thedetail of the same has been disclosed in the Corporate Governance Report.
8.8 Board Meetings
A calendar of Board Meetings is prepared and circulated in advance tothe Directors.
During the financial year your Company has held 4 (Four) BoardMeetings which were held on 30th June 2020; 31st August 2020; 11thNovember 2020 and 12th February 2021. The maximum interval between any twomeetings exceed 120 days mainly due lock down of Covid19 (As per MCA & SEBI Circular).
9. PARTICULARS OF EMPLOYEES
During the year there was no employee in receipt of remuneration asprescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The prescribed particulars of Employees as required under Section197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as "Annexure A" and form part ofthis Report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the Annual Financial Statements for theyear ended 31st March 2021 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;
b) that such accounting policies as mentioned in Note 2 of the Notes tothe Financial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at 31st March 2021 and of theloss of your Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of your Company and for preventing and detecting fraudand other irregularities;
d) that the Annual Financial Statements have been prepared on a goingconcern basis;
e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
11. INTERNAL CONTROL SYSTEM
Your Company maintains an adequate and effective Internal ControlSystem commensurate with its size and complexity. We believe that these internal controlsystems provide among other things a reasonable assurance that transactions are executedwith Management authorization and that they are recorded in all material respects topermit preparation of financial statements in conformity with established accountingprinciples and that the assets of your Company are adequately safeguarded againstsignificant misuse or loss.
12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES
There are no companies which have become or ceased to be itsSubsidiaries Joint Venture or Associate Companies during the financial year 2020 21.
Your Company has not accepted deposits from the public. Your Companyhas accepted deposit from the members and directors falling within the ambit of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Thedetails relating to Deposits covered under Chapter V of the Companies Act 2013 aretabled below:
(Rs. In Lakhs)
|Particulars ||Amount |
|1. Accepted during the year ||36.60 |
|2. Repaid during the year || |
|3. Remained outstanding but not due as at the end of the year ||311.00 |
|4. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved:- ||NIL |
|(i) at the beginning of the year || |
|(ii) maximum during the year || |
|(iii) at the end of the year || |
|5. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act. ||NIL |
Your Company has also accepted exempted deposits. The details of thesame as on 31st March 2021 are given below:
(Rs. In Lakhs)
|Particulars ||Amount |
|Any amount received as a loan or facility from any banking company ||1130.85 |
|Any amount received from a person who at the time of the receipt of the amount was a director of your company or the relative of the director of a public company ||300.00 |
Your Company has filed form DPT-3 being Return of Deposits for thefinancial year ended 31 st March 2021.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 are given in the Notes to the Audited Standalone AnnualFinancial Statements.
15. RELATED PARTY TRANSACTIONS
A Related Party Transaction (RPT) Policy has been adopted by the Boardof Directors for determining the materiality of transactions with related parties anddealings with them. The said policy may be referred to at your Company's website atthe web link http://valsonindia.com/investor-relations/. All transactions with relatedparties are placed before the Audit Committee for approval. Prior omnibus approval of theAudit Committee is obtained for the RPTs which are foreseeable and repetitive. Astatement giving details of all RPTs are placed before the Audit Committee and the Boardof Directors on a quarterly basis. Further the members may note that your Company has notentered into the following kinds of related party transactions:
Contracts/arrangement/transactions which are not at arm'slength basis or in the ordinary course of business.
Any Material contracts/arrangement/transactions [as perRegulation 23 of the SEBI (LODR) Regulations 2015]
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The criteria prescribed for the applicability of Corporate SocialResponsibility under Section 135 of the Companies Act 2013 is not applicable to yourCompany.
17. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure B".
18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
In line with the regulatory requirements your Company has framed aRisk Management Policy to identify and access the key business risk areas and a riskmitigation process. A detailed exercise is being carried out at regular intervals toidentify evaluate manage and monitor all business risks. The Board periodically reviewsthe risks and suggests steps to be taken to control and mitigate the same through aproperly defined framework.
The inherent risks to the business of your Company are as follows:
a) Foreign Exchange Risk
b) Yarn Price Risk
c) Stiff Global Competition
d) Government Policy on incentives for exports
e) Risk elements in business transactions
All the above risk has been discussed in the Management Discussion andAnalysis Report. The Chairman and Managing Director CEO & CFO mitigate the risk withthe help of their depth of knowledge of market assistance of senior management andforecast based on various data available with your Company. Your Company has developed theanalysis of market data which helps in decision making and to ensure the mitigation of therisk.
Your Company has not formed Risk Management Committee as it is notapplicable as per Regulation 21 of the SEBI (LODR) Regulations 2015.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Over the years your Company has established a reputation for doingbusiness with integrity and displays zero tolerance for any form of unethical behaviour.Whistle Blower Policy is the vigil mechanism instituted by your Company to report concernsabout unethical behaviour in compliance with the requirements of the Companies Act 2013and the SEBI (LODR) Regulations 2015. The Board's Audit Committee oversees thefunctioning of this policy. Protected disclosures can be made by a whistle blower throughseveral channels to report actual or suspected frauds and violation of your Company'sCode of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy havebeen disclosed on your Company's website at http://valsonindia.com/investor-relations/.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its futureoperations.
M/s. Bastawala And Associates Chartered Accountants were appointed asStatutory Auditors of the Company for a period of 3 (Three) years from 2020 21 to2022 23 at the 36th Annual General Meeting held on 30thSeptember 2020. In view of the amendment to Section 139 of the Companies Act 2013 theCompany is not required to ratify the re-appointment of the Statutory Auditor at everyAnnual General Meeting. Hence the item of ratification of re-appointment of StatutoryAuditor is not considered in this Annual General Meeting.
The statutory auditors have confirmed their eligibility under Section141 of the Companies Act 2013 and the Rules framed thereunder for re-appointment asstatutory auditors of your Company. As required under Regulation 33 of SEBI (LODR)Regulations 2015 they have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.
The statutory auditors have also furnished a declaration confirmingtheir independence as well as their arm's length relationship with your Company aswell as declaring that they have not taken up any prohibited non-audit assignments foryour Company. The Audit Committee reviews the independence of the statutory auditors andthe effectiveness of the audit process. The statutory auditors or their representativeattend the Annual General Meeting of your Company.
21.2Statutory Auditors' Observations
The Report given by the Auditors on the financial statements of yourCompany is part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
21.3 Secretarial Audit
In terms of the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed Mr. Punit Shah Practicing Company Secretary as Secretarial Auditors forconducting Secretarial Audit of your Company for the financial year ended 31 stMarch 2021.
The report of the Secretarial Auditor is attached as "AnnexureC". The Secretarial Audit Report does not contain any qualification reservation oradverse remark except provided at point 21.4 below.
21.4 Qualifications in Secretarial Audit Report
a) Appointment of Company Secretary:
As per Section 203(1)(ii) the Company is required to appoint CompanySecretary. Further as per Regulation 6 (1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is required to appoint a Company Secretary asits Compliance Officer. The Company has not appointed Company Secretary from 01stApril 2020 to 28thFebruary 2021; consequently the Audited Annual FinancialStatements for the financial year ended 31 st March 2020 were not signed byCompany Secretary.
The Company had received notices from BSE Limited imposing fine inrespect of non-appointment of Company Secretary as Compliance Officer during the periodbeginning from 1st April 2020 till 28th February 2021 in terms ofRegulation 6 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
In this regard the management of the Company has provided the followingreply:
i. The Company has appointed Mr. Pritesh Shah Chartered Accountant asCompliance Officer of the Company when the Company did not have any Company Secretary toensure compliance of the Companies Act 2013 and SEBI Act and rules made there under.
ii. The Company has availed the services of Practicing CompanySecretary to advice on the compliance of the Companies Act 2013 and the SEBI Act andrules made there under.
iii. The Company had appointed Mr. Anand Dubey as Company Secretary andCompliance Officer of the Company w.e.f. 11th June 2019. He resigned w.e.f. 08thJuly 2019.
iv. Thereafter the Company had appointed Ms. Khushboo Hanswal asCompany Secretary and Compliance Officer w.e.f. 03rd September 2019. Sheresigned w.e.f. 31st December 2019.
v. The Company has been complying with the provisions of Companies Act2013 and SEBI regulations and filing all its compliances. Accordingly the Company isfulfilling its statutory responsibilities.
vi. Since April 2020 till September 2020 the Company had very lowoperations on account of COVID 19 which resulted in financial strain.
vii. The Company has regularized the compliance by appointing Ms. NeetiAlwani as Company Secretary and Compliance Officer w.e.f. 1st March 2021. TheCompany has also represented to BSE Limited requesting to waive off the fine.
22. REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor thesecretarial auditors have reported to the Audit Committee of the Board under Section 143(12) of the Act any instances of fraud committed against your Company by its officers oremployees the details of which would need to be mentioned in this Report.
23. COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors affirms that your Company has complied with theapplicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries ofIndia (SS1 and SS2) respectively relating to Meetings of the Board its Committees andGeneral Meeting which have mandatory application during the year under review.
24. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 theextract of the Annual Return in Form MGT 9 of your Company for the financial year ended31st March 2021 is annexed herewith as "Annexure D".
25. HUMAN RESOURCES
The industrial relations at the manufacturing facilities of yourCompany have been cordial during the year. Employees are considered to be team membersbeing one of the most critical resources in the business which maximize the effectivenessof the Organization. Human resources build the Enterprise and the sense of belonging wouldinculcate the spirit of dedication and loyalty amongst them towards strengthening yourCompany's Polices and Systems. Your Company maintains healthy cordial and harmoniousrelations with all personnel and thereby enhancing the contributory value of the HumanResources.
26. ENVIRONMENT AND SAFETY
Your Company is conscious of the importance of environmentally cleanand safe operations. Your Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances of environmental regulationsand preservation of natural resources.
27. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most importantstakeholders. Accordingly your Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact thesocioeconomic and environmental dimensions and contribute to sustainable growth anddevelopment.
28. GREEN INITIATIVES
In view of Covid 19 pandemic the Ministry of Corporate Affairs videits circular no. 17 / 2020 dated 13th April 2020 circular no. 20 / 2020 dated5th May 2020 and circular No. 02/2021 dated 13th January 2021 andSEBI vide its circular bearing reference no. SEBI/HO/CFD/CMD1/ CIR/ P/ 2020/79 dated 12thMay 2020 and no. SEBI/HO/CFD/ CMD2/CIRIP/2021 /11 dated 15th January 2021 hasdispensed with the requirement of sending hard copy of full annual report to theshareholders.
Electronic copies of the Annual Report 2020-21 and Notice of the 37thAnnual General Meeting are sent to all members whose email addresses are registered withyour Company / Depository Participant(s). Members who have not registered their emailaddress can do so by following the steps as mentioned in the notes of notice of 37thAnnual General Meeting. Alternatively they are requested to download the copy of theAnnual Report from the website of the Company i.e. www.valsonindia.com or from the websiteof BSE Limited i.e. www.bseindia.com or write to the Company at firstname.lastname@example.org email@example.com. Your Company provides e-voting facility to all its members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Amendment Rules 2015.
29. CORPORATE GOVERNANCE
The Board of Directors affirm their continued commitment to goodcorporate governance practices. During the year under review your Company has compliedwith the provisions relating to corporate governance as provided under the SEBI (LODR)Regulations 2015.Thecompliancereporttogetherwith certificate from theCompany's Secretarial Auditor Mr. Punit Shah Practicing Company Secretaryconfirming the compliance is provided in the Report on Corporate Governance which formspart of the Annual Report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Company firmly believes in providing a safe supportive andfriendly workplace come to life through the supporting behaviours. Positive workplaceenvironment and a great employee experience are integral part of our culture. Your Companybelieves in providing and ensuring a workplace free from discrimination and harassmentbased on gender.
Your Company educates its employees as to what may constitute sexualharassment and in the event of any occurrence of an incident constituting sexualharassment your Company provides the mechanism to seek recourse and redressal to theconcerned individual subjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance HandlingPolicy in place to provide clarity around the process to raise such a grievance and howthe grievance will be investigated and resolved. An Internal Complaints Committee has beenconstituted in line with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
No complaint was raised and pending as on 01st April 2020and no complaint has been raised during the financial year ended 31st March2021.
31. CEO AND CFO CERTIFICATION
CEO and Mr. Varun S. Mutreja Director & CFO pursuant toprovisions of SEBI Certificate (LODR) Regulations 2015 for the year under review wasplaced before the Board of Directors of your Company at its meeting held on June 30 2021.The certificate is attached and forms part of this Report.
32. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Punit Shah Practicing Company Secretary has issued a certificateas required under the SEBI (LODR) confirming that none of the Directors on the Board ofyour Company have been debarred or disqualified from being appointed or continuing asDirector of companies by the SEBI / Ministry of Corporate Affairs or any such statutoryAuthority. The certificate is attached and form part of this Report.
33. ANNUAL SECRETARIAL COMPLIANCE REPORT
Mr. Punit Shah Practicing Company Secretary has issued AnnualSecretarial Compliance Report for the financial year ended 31st March 2021pursuant to Regulation 24A of the SEBI (LODR) Regulations 2015 which covers a broad checkon compliance with the applicable SEBI Regulations and circulars / guidelines issuedthereunder on an annual basis. The said Report has been filed with BSE Limited on 21stMay 2021.
34. INDIAN ACCOUNTING STANDARDS (IND-AS)
Your Company has followed the relevant Accounting Standards notified bythe Companies (Indian Accounting Standards) Rules 2015 while preparing its StandaloneFinancial Statements.
35. INSOLVENCY AND BANKRUPTCY CODE
No application has ever been filed against the Company under theInsolvency and Bankruptcy Code 2016.
36. ONE TIME SETTLEMENT WITH BANKS
The Company has not made one-time settlement with the banks orfinancial institutions.
37. CAPITAL EXPENDITURE
During the year 2020-2021 the company has procured the need basemachinery and ancillaries of Rs. 56.86 Lakhs; the details are as under:
|Assets ||Cost (Rs in Lakhs) |
|Indigenous Plant & Machinery ||24.60 |
|Ancillaries & Errection ||1.96 |
|Utilities Equipment's ||12.48 |
|Electrical Installation ||1.84 |
|Office ||5.18 |
|Computers ||2.08 |
|Capital WIP Furniture ||8.42 |
|Capital WIP Software ||0.30 |
|Total ||56.86 |
During the year the company has incurred Capex of Rs. 24.60 Lakhs inSolar Panel (80 KVA) at our Silli unit to meet the compliance of the DNH PowerDistribution Ltd. The company has completed the said installation and started generatingpower which is used for self-consumption resulting in a reduction in power consumption.The company has generated 18359 units approx. saving of Rs. 0.81 Lakhs.
38. SUBSIDIARY COMPANIES
Your Company does not have any Subsidiary Company.
39. PLEDGE OF SHARES
None of the equity shares of the Promoters / Directors of your Companyare pledged with any banks or financial institutions.
40. FEES PAID TO STATUTORY AUDITORS
During the financial year ended 31st March 2021 yourCompany have paid a consolidated sum of Rs. 298000/- to the Statutory Auditor.
41. MANAGEMENT DISCUSSION AND ANALYSIS
As required under the Schedule V (B) of SEBI (LODR) Regulations 2015report on "Management Discussion and Analysis" is attached and form part of thisAnnual Report.
42. LISTING WITH STOCK EXCHANGES
Your Company is listed with one Stock Exchange i.e. BSE Limited andyour Company has duly paid the listing fees to the Exchange.
Your Directors thank the various Central and State GovernmentDepartments Organizations and Agencies for the continued help and co-operation extendedby them. The Directors also gratefully acknowledge all stakeholders of your Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. The Directors place on record their sincereappreciation to all employees of your Company for their unstinted commitment and continuedcontribution to your Company.
44. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion& Analysis describing your Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement.
| ||For and on behalf of the Board of Directors |
| ||Suresh N. Mutreja |
| ||Chairman & Managing Director |
| ||DIN: 00052046 |
| ||Kunal S. Mutreja |
| ||Director Chief Executive Officer |
| ||DIN: 07022857 |
| ||Varun S. Mutreja |
| ||Director Chief Financial Officer |
| ||DIN: 07022832 |
|Place: Mumbai || |
|Date: June 30 2021 || |