You are here » Home » Companies » Company Overview » Value Industries Ltd

Value Industries Ltd.

BSE: 500945 Sector: Consumer
NSE: VALUEIND ISIN Code: INE352A01017
BSE 00:00 | 08 Oct Value Industries Ltd
NSE 05:30 | 01 Jan Value Industries Ltd
OPEN 2.28
PREVIOUS CLOSE 2.27
VOLUME 4441
52-Week high 2.28
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.28
CLOSE 2.27
VOLUME 4441
52-Week high 2.28
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Value Industries Ltd. (VALUEIND) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present the Thirtieth (30th) Annual Reporttogether with the Audited Financial Statements and Auditors' Report for the financial yearended on 31st March 2018.

PERFORMANCE REVIEW

The financial highlights for the year ended 31stMarch 2018 and year ended31stMarch 2017 is summarized below:

(Rs. in Million]

Particulars Financial Year ended 31st March 2018 Financial Year ended 31st March 2017
Revenue from Operations 2525.17 11846.20
Other Income 50.57 42.90
Total Income 2575.74 11889.10
Profit/(Loss) Before Finance Costs Depreciation and Tax (5020.14) 830.90
Finance Costs 1018.18 979.85
Depreciation and Amortization 842.74 724.03
Profit /(Loss) Before Tax (6881.06) (872.98)
Tax (Deferred Tax) (566.27) (268.56)
Profit /(Loss) for the year (6314.79) (604.42)

The financial year under review was marked by various challenges. The performance ofthe Company was impacted on various grounds inter-alia including decline in sales hugefinance cost strains on the working capital and stiff competition.

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

In view of losses incurred the Board of Directors do not recommend any dividend onshares forthe year ended 31st March 2018.

TRANSFER TO RESERVES

In view of losses incurred the Board of Directors does not proposes to transfer anyamount to reserve.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is in process to transferring unpaid /unclaimed dividend for the

Financial Year 2009-10to the Investor Education and Protection Fund.

DEPOSITS

Your Company has not accepted any Deposit within the meaning and the ambit of ChapterV Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014 and as such no amount of principal or interest was outstanding as on theBalance Sheet date.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANYOCCURING AFTER THE BALANCE SHEET DATE ANDAS AT THE DATE OF SIGNING THIS REPORT

After the balance sheet date a petition was filed on 4th April 2018 byState Bank of India under Section 7 of the Insolvency and Bankruptcy Code 2016. The saidpetition is pending before the Hon'ble National Company Law Tribunal Mumbai BenchMumbai.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees given and investments made during the year as requiredare provided in Notes 4 and 38 of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large or which warrants the approval of theshareholders. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014. However the details of the transactions with Related Party are provided in theCompany's financial statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's weblink at: http://www.valueind.in/image/value/Value%20Related%20Party%20Transaction%20Policy.pdf

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary joint venture or associate.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION (SECTION 178)

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management Personnel and their remuneration.

The Company has in place the Nomination and Remuneration Committee. The Company hasfurther formulated the Nomination and Remuneration Policy on directors' appointment andremuneration including the criteria for determining qualifications positive attributesand independence of directors. Further the changes pertaining to the Nomination andRemuneration Policy during the financial year ended March 312018 forms part of theCorporate Governance Report.

EMPLOYEES REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time the Boards' Report shall include a statement showing the namesof top ten employees as prescribed under the said Rules. The information as per Rule 5(2)forms part of this Report. However as per first proviso to section 136(1) of the Act andsecond proviso of Rule 5 of the Rules the Report and Financial Statements are being sentto the Members of the Company excluding the statement of particulars of employees underRule 5 (1) and 5(2) of the Rules. Any Member interested in obtaining a copy of the saidstatement may write to the Company at the Registered Office of the Company.

CONSERVATION OF ENERGY

The Company continues to strive for sustainable consumption of natural resources. Asyou are aware novel concept nomenclature as "Resource Productivity" was coinedby the management of your Company as a golden means to attain optimum utilization ofavailable resources especially renewable resources. Implementation of the said concepthas led to improvement in over-all efficiency. Accordingly the Company continued itsimplementation in the year under review as well. The same was implemented at all themanufacturing facilities. The manufacturing facilities of the Company are equipped withhi-tech energy monitoring and conservation systems to monitor usage minimize wastage andincrease overall efficiency at every stage of power consumption. Some of the measuresbeing undertaken by the Company in its endeavor to conserve energy are listed hereunder:

• Improving system power factor by various means inter-alia including installationof capacitors;

• Reduction of maximum demand and restricting the maximum demand to billingdemand;

• Monitoring of energy consumption and further requisite follow-up;

• Use of unconventional energy sources like solar energy in the form of solarwater heater plant;

• Timely maintenance of machinery and equipments;

• Optimum utilization of high energy consuming electrical equipments like windingmachines;

• Air-compressor pressure is maintained at reduced pressure with fixed timing andair leakages arrested;

• Installation ofcapacitorpanels;

• Energy audits at the manufacturing facility;

• Display of Notice Boards and Information Boards at all work stations forinformation and awareness of the employees;

• Awareness programmes towards optimum utilization of natural resources; and

• Plantation oftrees at all the manufacturing units.

Adhering to aforesaid initiatives have assisted Company to reduce its total energyconsumption and thus reduce its carbon footprint. Your Company endeavors to continue onthe path of Energy Conservation and contribute towards building of a Greener Environment.

RESEARCH & DEVELOPMENT; TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Technology and Research & Development (R&D) go hand in hand. Your Companyfirmly believes that a sound R&D program is a key to success of any organization and awell-planned R&D acts as a catalyst to foster innovation and enhance the interfaces inboth conventional and emerging technological arenas. Accordingly an in-house R&Dteam comprising of skilled engineers/experts in diversified fields has been formed to keeppace with the rapid technological changes in the industry.

Your Company is determined to develop its own technologies in select areas besidesbeing an efficient user and innovator of available technologies. R&D and technologydevelopment are integral to your Company's innovation agenda for achieving growthbusiness profitability sustainability and rural transformation.

The main thrust of the Company's R&D activities is upon strengthening of thecurrent portfolio of products looking for new concepts and product platforms developmentof new technological platforms to support the consumer needs more effectively andintroduction of a number of novel technologies in Consumer Electronics & HomeAppliances. R&D work is in progress in the areas of basic technology manufacturingskills performance quality design and standardization.

The Company's customer-oriented performance is backed by R&D activities. TheCompany has reinforced activities in advanced digital technology to deliver smart productswhich simplify life.

R&D activities carried out in various Consumer Electronics and benefits derivedfrom these activities:

i. In Direct Cool refrigerators the BEE energy norms were upgraded further.

ii. Various cost innovation projects are taken up to reduce cost and improveprofitability in all categories of products

iii. Upgraded various electrical parts from safety and add-on features point of viewfor entire range of refrigerators.

iv. Revamped range of Digi Pearl series washing machines with additional features suchas lesser water consumption high performance multiple wash selection option vibrantcolours etc.

v. Further Improved Digi Garcia series of Fully Automatic Washing Machines withaesthetically superior looks water saver function multiple wash selection option lesserwater consumption and higher performance.

vi. Changes in the Product cooling system and upgraded Electrical parts from safetypoint of view for the Entire range of Direct cool refrigerators.

vii. Introduction of New range of PCM/VCM in the direct cool refrigerators withup-gradation of looks in line the current market trend.

Future plan of action:

The Company continues to focus on environmental and customer friendly products. TheCompany has following plans through Research and Development:

• Upgradation of existing technology.

• Introduction of new range of front loading top loading fully automatic andsemi-automatic and semi-automatic washing machines which are convenient for use.

• Cost Innovation projects through new design and ideas.

• Applying research and value engineering.

During the period under review the Company has incurred Rs. 2.50 Million representing0.10% of the turn over towards recurring R&D expenses.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Foreign Exchange Earnings and Outgo during the financial periodended on 31st March 2018 are set out hereunder:

(Rs. in Million]
Particulars Year ended 31st March 2018 Period ended 31st March 2017
Foreign Exchange Earnings - 58.49
Foreign Exchange Outgo 318.89 1297.15

RISK MANAGEMENT POLICY OF THE COMPANY

Taking risks is an inherent part of entrepreneurial behavior and well-structured riskmanagement allows management to take risks in a controlled manner and the Company hasdeveloped and implemented a Risk Management Policy Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. The Risk Management Policy was reviewed and approved bythe Committee constituted by the Board of Directors of the Company.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.

CORPORATE SOCIAL RESPONSIBILITYPOLICY

As per Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 every company having net worth of Rs. 500 Crore ormore or turnover of Rs. 1000 Crore or more or net profit of Rs. 5 Crore or more duringany financial year shall ensure that it spends in every financial year atleast 2 (Two)percent of the average net profits made during three immediately preceding financialyears in pursuance of its Corporate Social Responsibility Policy.

The Company has formed a Corporate Social Responsibility Committee in terms ofprovisions of Section 135 of the Companies Act 2013 and rules made there under. The scopeand composition of the Committee forms part of Corporate Governance Report.

However the Company is not required to provide spend any amount under its CorporateSocial Responsibility policy as it has incurred losses in its three immediately precedingfinancial years.

HEALTH SAFETY AND ENVIRONMENT MEASURES

The management of your Company believes that the employees are the heart and soul ofthe organization and hence considers health and safety of its employees as its primeresponsibility. The health and safety platform of your Company is well supported by thesafety management team which comprises of employee and management representatives. Themanagement believes in the motto "Safety of persons overrides all Productiontargets".

The team studies a plethora of health safety and environment related issues atmanufacturing plants and reports the observations along with requisite correctivesmeasures if any to the management for necessary action.

The Company continues to adopt the following health and safety initiatives:

• Accessibility of health and medical services to all employees through wellequipped health centers at all manufacturing facilities.

• Medical camps at regular intervals to ensure fitness of its employees.

• Availability of ambulance in case of emergency.

• On-the-job and off-the-job training programs at regular intervals forupgradation of employees on awareness front.

• Display of evacuation plans at various locations to reach assembly point.

• Display of cautionary boards notice boards and information boards at workstations for information and awareness of the employees.

• Close monitoring of health and safety activities to ensure maintenance ofadequate standards.

• Conduct of safety audits.

For your Company economic social and environmental responsibilities form an integralpart of its business. The eco-friendly initiatives adopted by the Company include:

• Setting new targets for energy efficiency.

• Promoting the use of alternative fuels and materials.

• Re-engineering the processes and products to reduce energy consumption.

• Tree-plantation campaigns.

• Awareness programs for employees at all levels.

The Company adopt clean technologies and processes that combine both economic progressand sustainable environment.

INFORMATION TECHNOLOGY

Your Company has in place IT Systems which has enabled us to leverage the benefits ofintegration in business operations optimization of enterprise resources standardizedbusiness processes thereby enabling standard operating practices with well establishedcontrols. This has enabled the Company to adopt best and standardized business processesacross the functions. It has also benefited the management at all levels with businessinformation which is on-line and reliable to control the business operations in a well-informed manner.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION 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 and Redressal)Act 2013 and the Rules made thereunder for prevention and redressal of complaints ofsexual harassment at workplace. All women associate (permanent temporary contractual andtrainees) as well as any women visiting the Company's office premises or women serviceproviders are covered under this Policy. During the period under review the Company didnot receive any complaint.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR

During the year under review Mr. Avinash Malpani resigned from the office ofDirectorw.e.f. 1st July 2017.

At the previous Annual General Meeting held on 29th September 2017 Mrs.Gayathri R. Girish (DIN: 07145426) was re-appointed as Non Executive Director(Professional) liable to retire by rotation pursuant to the provisions of second provisoto Section 149(1) of the Companies Act 2013 and the Rules made thereunder and in terms ofthe Articles of Association of the Company. Subsequently she has resigned from the officeof Directorw.e.f. 25th January 2018. The Board takes this opportunity andplaces on record its sincere appreciation for the services rendered by Mr. Avinash Malpaniand Mrs. Gayathri R. Girish during theirtenure as Directors of the Company.

In terms of provisions of Section 149 160 and 161 of the Act and pursuant to theapplicable provisions of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 including any modification or amendmentthereof the Board thought it to fit to appoint Mr. Deepak A. Pednekar (DIN: 07639771) asan Independent Director for a period of five years. Accordingly the Board of theDirectors of the Company at its meeting of Board of Directors held on 25thJanuary 2018 have approved and made to continue appointment of Mr. Deepak A. Pednekar asIndependent Directorto hold office upto a term of five consecutive years from 25thJanuary 2018 not liable to retire by rotation.

The Company has received from Mr. Deepak Anant Pednekar (I) consent in writing to actas Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment &Qualifications of Directors) Rules 2014 (2) intimation in Form DIR-8 in terms ofCompanies (Appointment & Qualifications of Directors) Rules 2014 to the effect thathe is not disqualified under Sub-Section (2) of Section

164 of the Companies Act 2013 and (3) a declaration to the effect that he meets thecriteria of independence as provided in Sub-Section (6) of Section 149 of the CompaniesAct 2013.

The Company has also received a notice in writing from a member under Section 160 ofthe Companies Act 2013 signifying its intention to propose candidature of Mr. DeepakAnant Pednekar for the office of Director of the Company.

In opinion of the Board of Directors Mr. Deepak A. Pednekar the Independent Directorsfulfils the conditions specified in the Companies Act 2013 and the Rules made thereunderand he is independent of the Management.

The Board considers that his continued association would be of immense benefit to theCompany and it is desirable to continue to avail the services of Mr. Deepak A. Pednekar asIndependent Directors and accordingly recommend their appointment/confirmation.

Details of Key Managerial Personnel:

Mr. Sumit Mishra Company Secretary and Compliance Officer of the Company resignedfrom the Company with effect from 25th January 2018. The Company is in processof identifying the suitable candidate.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 and the provisions of SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") stating that they meet the criteria of independence as providedtherein.

NUMBER OF MEETINGS OF THE BOARD HELD DURING THE YEAR

During the financial period under review the Board met 6 times. The details regardingthe attendance and the date of Board Meetings are provided in the Corporate GovernanceReport.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and provisions of the ListingRegulations the Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social ResponsibilityCommittee

5. Risk Management Committee

6. Finance and General Affairs Committee

The composition scope and powers of the aforementioned Committees together withdetails of meetings held during the period under review forms part of CorporateGovernance Report.

FORMAL ANNUAL EVALUATION

During the period under review pursuant to the provisions of the Companies Act 2013and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Nomination and Remuneration Committee adopted aformal mechanism for evaluating the performance of the Board of Directors as well as thatof its Committees and individuals Directors including Key Management Personnel/SeniorManagement etc. The exercise was carried out through an evaluation process coveringaspects such as composition of the Board experience competencies governance issues etc.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy where in the Employees / Directors/ Stakeholders of the Company are free to report any unethical or improper activityactual or suspected fraud or violation of the Company's Code of Conduct. The policyprovides for a mechanism to report such concerns to the Audit Committee through specifiedchannels. This mechanism provides safeguards against victimisation of Employees whoreport under the said mechanism. The Whistle Blower Policy complies with the requirementsof Vigil Mechanism as stipulated under Section 177 of the Companies Act 2013.

During the year under review the Company has not received any complaints under thesaid mechanism. The Whistle Blower Policy of the Company has been displayed on theCompany's website at the link: http://www.valueind.in/image/value/value%vigil%20mechanism%.pdf

LISTING

The equity shares of your Company are listed on the BSE Limited (Formerly: the BombayStock Exchange Limited) and The National Stock Exchange of India Limited (NSE).

CORPORATE GOVERNANCE

The Company has substantially complied with the corporate governance requirements underthe Companies Act 2013 and as stipulated under the Listing Regulations. A separatesection on Corporate Governance under the Listing Regulations along with a certificatefrom the auditors confirming the compliance is annexed and forms part of this report.

CASH FLOW STATEMENT

The Cash Flow Statement for the period ended 31st March 2018 in conformitywith the provisions of Companies Act 2013 and Listing Regulations is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the Listing Regulations the Management Discussion and AnalysisReportforms part of this report.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS AND AUDIT REPORT:

In terms of the provisions of Section 139 of the Companies Act 2013 read with theRules made there under the Company had on 29th September 2017 appointedM/s. S. Z. Deshmukh & Co. Chartered Accountants Mumbai (Firm Registration No.102380W) as the Statutory Auditors of the Company for a period of 5 years from theconclusion of 29th Annual General Meeting until the conclusion of34thAnnualGeneral Meeting.

The first proviso to Section 139 of the Companies Act 2013 regarding placing thematter relating to appointment for ratification of Auditors by members at every annualgeneral meeting and the provisions of Rule 3(7) of the Companies (Audit and Auditors)Rules 2014 have been omitted by the Companies (Amendment) Act 2017 and the Companies(audit and Auditors) Second Amendment Rules 2018 respectively w.e.f. 7thMay2018. As such the Company is not required to ratify the appointment of Auditors at theensuing Annual General Meeting.

M/s. S. Z. Deshmukh & Co. Chartered Accountants Mumbai (Firm Registration No.102380W) have confirmed their eligibility in terms of the provisions of Section 141 ofthe Companies Act 2013 and Rule 4 of Companies (Audit and Auditors) Rules 2014.

AUDIT REPORT:

The Statutory Auditor of the Company have submitted Auditors' Report which has aqualification in respect of going concern. The Auditors raised doubts on the ability ofthe Company to continue as "Going Concern".

The explanation of the management is as under:

During the year the Company has incurred a net loss of Rs. 6314.79 Million and as ofthat date the Company's accumulated losses amounts to Rs. 5951.94 Million and it hasnegative net worth of Rs. 2555.44 Million. Further the Company has been referred toNational Company Law Tribunal under the Insolvency and Bankruptcy Code 2016 as amendedand there are persistent severe strains on the working capital and there is considerabledecline in level of operations of the Company. These factors raise significant doubts onthe ability of the Company to continue as a "Going Concern". The management hasassumed that the going concern concept stands vitiated and is in the process ofascertaining the liquidation value of the assets. The necessary adjustments required onthe carrying amount of assets and liabilities have not been ascertained and the impactthereof on the financial statements is not ascertainable at this stage.

Emphasis of Matter in Financial Statements

The Auditors of the Company has given emphasis of the matter in the Ind AS StandardFinancial Statements as follows:

The balance confirmations and reconciliation have not been received in respect ofcertain secured and unsecured loans balances with banks trade receivables trade andother payables and loans and advances. In the opinion of the management there will not beany material impact on the financial statements. Our opinion is not modified in respect ofabove matters

The confirmations and reconciliation of balances of certain secured and unsecuredloans balances with banks trade receivables trade and other payables and loans andadvances are pending. The management is in the process of obtaining confirmations andreconciliation of balances. In the opinion of the management there will not be anymaterial impact on the standalone Ind AS financial statements.

2. COST AUDITOR AND COST AUDIT REPORT:

In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Audit & Auditors) Rules 2014 and amendments made thereto; from time totime the Board of Directors of the Company are required to appoint Cost Auditor toconduct audit of Cost Accounting Records maintained by the Company for the financial yearcommencing on 1st April 2018 and ending on 31st March 2019 inrespect of products covered under ‘Other Machinery'. The Board of Directors are inprocess of appointment of Cost Auditor the same shall be complied with in due course.

In compliance with the provisions of the Companies (Cost Audit Report) Rules 2011 andGeneral Circular No. 15/2011 issued by Government of India Ministry of Corporate AffairsCost Audit Branch the Cost Audit Report for the financial year ended on 31stMarch 2017 was required to be submitted within 30 days from 27th September2017. However the said report was submitted on 9th November 2017. The delaywas on account of technical difficulties.

In compliance with the provisions of the Companies (Cost Audit Report) Rules 2011 andGeneral Circular No. 15/2011 issued by Government of India Ministry of Corporate AffairsCost Audit Branch we hereby submit that the due date for filing the Cost Audit Reportfor the financial year ended on 31st March 2018 is 27th September2018 and the Company is hopeful of filing the same on or before due date.

3. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board had appointed Mr. Soumitra B. Mujumdar Company Secretary in Whole-timePractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial period ended on 31st March 2018. Thereport of the Secretarial Auditor is annexed to this report as Annexure 1. Inconnection with the auditor's observation in the report it is clarified that the Companyis in process of identifying the suitable candidate for the post of KMPs viz. ChiefExecutive Officer Chief Financial Officer and Company Secretary. Further the Company isin process of filing the Return of Foreign Assets and Liabilities for the Financial Periodended 31st March 2018 with the Reserve Bank of India. The delay in filing andnon-filing of some of the e-Forms with the Registrar of Companies during the Audit Periodwas on account of technical difficulties/accidental omission and the same in respect tothe delay in compliance with the SEBI LODR was on account of operational difficulties.Furthermore the Company is also in process of appointment of a Women Director on theBoard.

DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

There is no fraud/misconduct detected at the time of statutory audit by Auditors of theCompanyforthe financial period ended on 31st March 2018.

ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 of the Companies Act 2013read with Rule 12 of the Companies (Management and Administration) Rules 2014 is placedon the website of the Company at the link http://www.valueind.in/relationservice.aspx7SehOthers

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

No material orders were passed by Regulators/ Courts / Tribunals during the periodaffecting the going concern status and Company's operations in future.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. 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 at the end of the financial period and ofthe loss of the company for that period;

c. 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;

d. the directors had prepared the annual accounts 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; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Customers Vendors Investors FinancialInstitutions Bankers Business Partners and Government Authorities for their continuedsupport. The Board of Directors also appreciates the contribution made by the employees atall levels for their hard work dedication co-operation and supportforthe growth of theCompany.

The Board of Directors would also like to thank all stakeholders for the continuedconfidence and trust placed by them with the Company.

For and on Behalf of the Board of Directors of VALUE INDUSTRIES LIMITED

 

NAVEEN B. MANDHANA BHUJANG S. KAKADE
DIRECTOR DIRECTOR
DIN: 01222013 DIN: 06383819

Place: Mumbai

Date: 17th August 2018