The Directors of your Company have pleasure in presenting their 57thAnnual Report of the business and operations of the Company along with the AuditedFinancial Statements for the year ended 31st March 2021.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended 31stMarch 2021 is as under:-
(Rs. in lakhs)
|PARTICULARS || |
|2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from operations (Net) ||1978.51 ||3923.67 ||1978.51 ||1243.63 |
|Other Income ||124.69 ||138.01 ||124.69 ||138.01 |
|Income from Associates ||- ||- ||11446.14 ||15321.74 |
|Profit before Depreciation Interest & Tax (PBDIT) Interest and Financial expenses ||1876.17 ||3464.08 ||13322.31 ||16105.77 |
|Profit before Depreciation and Tax (PBDT) ||1876.17 ||3464.08 ||13322.31 ||16105.77 |
|Depreciation ||0.88 ||0.88 ||0.88 ||0.88 |
|Profit before Tax (PBT) ||1875.29 ||3463.20 ||13321.43 ||16104.89 |
|Provision for Tax - Current ||365.42 ||109.32 ||365.42 ||109.32 |
|- Deferred Tax ||4.86 ||24.12 ||4.86 ||24.12 |
|-MAT Credit Entitlement ||- ||- || ||- |
|Profit after tax (PAT) ||1505.01 ||3329.76 ||12951.15 ||15971.45 |
|Other Comprehensive Income ||5060.25 ||(2958.52) ||5060.25 ||(2958.52) |
|Total Comprehensive Income ||6565.26 ||371.24 ||18011.40 ||13012.94 |
|Balance brought forward ||39681.06 ||40168.15 ||191909.11 ||179754.50 |
|Profit available for appropriation Appropriations: ||6565.26 ||371.24 ||18011.40 ||13012.94 |
|Proposed Dividend on Equity Shares ||- ||159.58 ||- ||159.58 |
|Corporate Dividend Tax ||- ||32.80 ||- ||32.80 |
|Transfer to General Reserve ||- ||- ||- ||- |
|Transfer to Statutory Reserve ||301.00 ||665.95 ||301.00 ||665.95 |
|Closing balance of surplus i.e. Balance in Statement of Profit & Loss Earnings per share (Rs.) ||45945.32 ||39681.06 ||209619.5 ||191909.11 |
|- Basic ||47.16 ||104.33 ||405.80 ||500.43 |
|- Diluted ||47.16 ||104.33 ||405.80 ||500.43 |
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A. FINANCIAL ANALYSIS
During the year under review your Company has registered Revenue fromOperations of Rs.1978.51 lakhs as compared to Rs. 3923.67 lakhs in the previous year.The Company earned other income of Rs. 124.69 lakhs during the year as against Rs. 138.01lakhs during last year.
The Company earned profit before depreciation interest and tax of Rs.1876.17 lakhs as against f 3464.08 lakhs in the previous year. After providing fordepreciation of Rs.0.88 lakhs (Previous Year f 0.88 lakhs) provision for current tax Rs.365.42 lakhs (Previous Year Rs. 109.32 lakhs) deferred tax Rs. 4.86 lakhs (Previous YearRs.24.12 lakhs) the net profit from operations worked out to Rs.1505.01 lakhs ascompared to Rs. 3329.76 lakhs in the previous year.
The balance available for appropriation after adding balance in surplusaccount is f 46246.32 lakhs. Out of this a sum of f301.00 lakhs is proposed to betransferred to Special reserve account and the balance of f 45945.32 lakhs is proposed tobe carried as surplus to the balance sheet.
Return on Net Worth for the financial year 202021 decreased from 5.59%to 2.25% on account of decrease in net profits during the financial year 2020-21.
During the year under review your Company has registered Revenue fromOperations of f 1978.51 lakhs as compared to f 1243.63 lakhs in the previous year. TheCompany earned other income of f 124.69 lakhs during the year as against f 138.01 lakhsduring last year.
The Company earned profit before depreciation interest and tax of f13322.31 lakhs as against f 16105.77 lakhs in the previous year. After providing fordepreciation of f 0.88 lakhs (Previous Year f 0.88 lakhs) provision for current tax f365.42 lakhs (Previous Year f 109.32 lakhs) deferred tax f 4.86
lakhs (Previous Year f 24.12 lakhs) the net profit from operationsworked out to f 12951.15 lakhs as compared to f 15971.45 lakhs in the previous year.
The balance available for appropriation after adding balance in surplusaccount is f 209920.51 lakhs. Out of this a sum of f 301.00 lakhs is proposed to betransferred to Special reserve account and the balance of f 209619.50 lakhs is proposedto be carried as surplus to the balance sheet.
B. RESOURCES UTILISATION:
a) Fixed Assets: The Net Block as at 31st March 2021was f321.67 lakhs as compared to f322.55 lakhs in the previous year.
b) Current Assets: The current assets as on 31stMarch 2021 were f 62824.34 lakhs as against f 56506.87 lakhs in the previous year.
C. FINANCIAL CONDITIONS & LIQUIDITY:
Management believes that the Company's liquidity and capital resourcesshould be sufficient to meet its expected working capital needs and other anticipated cashrequirements. The position of liquidity and capital resources of the Company is givenbelow:-
|PARTICULARS ||2020-21 ||2019-20 |
|Cash and Cash equivalents: || || |
|Beginning of the year ||468.75 ||222.25 |
|End of the year ||7638.83 ||468.75 |
|Net cash provided (used) by: || || |
|Operating Activities ||8214.27 ||(6777.21) |
|Investing Activities ||(1041.88) ||7215.35 |
|Financial Activities ||(2.31) ||(191.64) |
D. BUSINESS OUTLOOK:
Vardhman Holdings Limited primarily earns its income from investments.The Company's strategy is to adopt a systematic approach of investment into differentasset classes namely debt equity & real estate and to keep the portfolio dynamic asper the changing market conditions. Company's current portfolio consists of investmentsinto debt equity and real estate.
E. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:
The Company recognizes that risk is an integral and unavoidablecomponent of business and is committed to managing the risk in a proactive and effectivemanner. The Company is a NBFC registered with RBI and mainly engaged in investmentactivities. It follows a strategy of adopting a systematic approach to investment intodifferent asset classes and keeping the portfolio dynamic as per the changing marketconditions. The Company is prone to all the financial risks and capital marketfluctuations. Due to the impact of COVID'19 the volatility in markets has reachedunprecedented levels which may affect our investment portfolio though that impact may playout over the coming months.
The Board of Directors in its meeting held on 26th May 2021has recommended dividend of H 5/- per share on the fully paid up Equity Shares of theCompany for the financial year 2020-21.
4. PUBLIC DEPOSITS:
The Company has not accepted and does not intend to accept any depositsfrom the public. As at 31st March 2021 there are no outstanding/unclaimeddeposits from the public.
5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 and 125 of the Companies Act2013 read with IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016(the Rules') all unpaid or unclaimed dividends are required to be transferred bythe Company to the IEPF established by the Central Government after the completion ofseven years from the date of transfer to the Unpaid Dividend Account of the Company. Theshareholders whose dividends have been transferred to the IEPF Authority can claim theirdividend from the Authority. The unclaimed or unpaid dividend relating to the FinancialYear 2013-14 is due for remittance in the month of November 2021 to Investor Educationand Protection Fund established by the Central Government.
Further according to the Rules the shares in respect of whichdividend has not been paid or claimed by shareholders for seven consecutive years or moreshall also be transferred to the IEPF Authority. The Company has sent notice to allshareholders whose shares are due to be transferred to the IEPF Authority and has alsopublished requisite advertisement in the newspapers in this regard.
The details of these shares are also provided on the website of theCompany at www.vardhman.com.
6. CONSOLIDATED FINANCIAL STATEMENT:
In accordance with Companies Act 2013 & Indian Accounting StandardIND AS-110 on Consolidated Financial Statements read with IND AS-28 on Accountingfor Investments in Associates' the Audited Consolidated Financial Statements are providedin the Annual Report.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review no Company has become or ceased to beCompany's subsidiary joint venture or associate company. Further the Company does nothave any material subsidiary. The Company has following associate companies the detailsof their financials for the year 2020-21 are given below:-
Vardhman Textiles Limited (VTXL)
Vardhman Textiles Limited (VTXL) is an Associate Company of theCompany. The Company holds 27.61% shares of VTXL as on 31st March 2021. VTXLis engaged in manufacturing of world class textiles. During the year the Revenue fromOperations (Consolidated) of the VTXL was f6139.87 crores as compared to f 6735.00 croresin the previous year. VTXL has a Net Profit after comprehensive income (Consolidated)worked out to f 427.22 crores as compared to f 587.34 crores in the previous year.
Vardhman Spinning and General Mills Limited (VSGM)
Vardhman Spinning and General Mills Limited (VSGM) is an AssociateCompany of the Company. The Company holds 50% shares of VSGM as on 31st March2021. It is a trading Company dealing in trading of Cotton and Fibre. During the year theCompany has not traded any goods however the Revenue from Operations is f 0.99 lakhs forthe Financial Year 2020-21 as compared to f 1.28 lakhs in the previous year. The Companyearned a Net Profit of f 0.17 lakhs as compared to f 0.71 lakhs in the previous year.
Liable to retire by rotation: In accordance with the provisions ofthe Articles of Association of the Company Mrs. Suchita Jain Director of the Companyretire by rotation at the conclusion of the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment. The Board recommended her appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
Further in accordance with the provisions of the Articles ofAssociation of the Company Mr. Chaman Lal Jain Director of the Company also retires byrotation at the ensuing Annual General Meeting of the Company. However he has expressedhis unwillingness for his reappointment as a Director. Accordingly he would cease to be aDirector of the Company at the ensuing AGM.
Declaration by Independent Directors:
The Independent Directors have submitted their disclosures to the Boardthat they fulfil all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules thereof.
Your Board confirms that in its opinion the Independent Directorspossess the requisite integrity experience expertise proficiency and qualifications.All the Independent Directors on the Board of the Company are registered with the IndianInstitute of Corporate Affairs Manesar Gurgaon (IICA) as notified by the CentralGovernment under Section 150(1) of the Companies Act 2013 and shall undergo onlineproficiency self-assessment test if applicable within the time prescribed by the IICA.
Company's Policy relating to Directors appointment payment ofremuneration and discharge of their duties:
The Nomination & Remuneration Committee of the Company hasformulated the Nomination & Remuneration Policy on Director's appointment andremuneration which includes the criteria for determining qualifications positiveattributes independence of a director and other matters as provided under Section 178(3)of the Companies Act 2013.
The Nomination & Remuneration Policy is annexed hereto and formpart of this report as Annexure I.
Familiarization programmes for Board Members:
Your Company has formulated Familiarization Programme for all the Boardmembers in accordance with Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Schedule IV of the Companies Act 2013 whichprovides that the Company shall familiarize the Independent Directors with the Companytheir roles rights responsibilities in the Company nature of Industry in which theCompany operates business model of the Company etc. through various programs.
The Familiarization Programme for Board members may be accessed on theCompany's website at the link: https://www.vardhman.com/user files/investor/VHLFamilisation%20program.Ddf
Annual Evaluation of the Board Performance:
The meeting of Independent Directors of the Company for the financialyear 2020-21 was held on 4th February 2021 to evaluate the performance ofNon-Independent Directors Chairperson of the Company and the Board as a whole.
The evaluation was done by way of discussions on the performance of theNon- Independent Directors Chairman and Board as a whole.
A policy on the performance evaluation of Independent Directors BoardCommittees and other individual Directors which includes criteria for performanceevaluation of non-executive directors and executive directors has been formulated by theCompany.
9. KEY MANAGERIAL PERSONNEL (KMP):
In compliance with provisions of Section 203 of the Companies Act2013 following are the KMPs of the Company as on 31st March 2021:
|S. No. ||Name ||Designation |
|1. ||Shri Paul Oswal ||Chairman & Managing Director |
|2. ||Poorva Bhatia ||Chief Financial Officer |
|3. ||Swati Mangla ||Company Secretary |
10. NUMBER OF BOARD MEETINGS:
During the year under review the Board met Four (4) times and theintervening gap between any two meetings was within the period prescribed under theCompanies Act 2013. The details of Board Meetings are set out in Corporate GovernanceReport which forms part of this Annual Report.
11. AUDITORS AND AUDITORS REPORT:
At the 55th Annual General Meeting held on 30th September2019 M/s. R. Dewan & Company Chartered Accountants (Firm Registration No. 017883N)were reappointed as Statutory Auditors of the Company to hold office till the conclusionof 58th Annual General Meeting of the Company.
Further the Statutory Auditors of the Company have submitted Auditors'Report on the accounts of the Company for the accounting year ended 31st March2021.
This Auditors' Report is self explanatory and requires no comments.
M/s Khanna Ashwani & Associates Company Secretaries wereappointed as Secretarial Auditors of the Company by the Board of Directors of the Companyin its meeting held on 29th June 2020 for the financial year 2020-21.
The Secretarial Auditors of the Company have submitted their Report inForm No. MR-3 as required under Section 204 of the Companies Act 2013 for the financialyear ended 31st March 2021. This Report is self-explanatory and requires nocomments. The Report forms part of this report as Annexure II.
Under the provisions of Section 148(1) of the Companies Act 2013maintenance of cost records is not applicable to the Company.
12. AUDIT COMMITTEE :
Composition of Audit Committee:
The Audit Committee consists of four Directors i.e. Mrs. Apinder SodhiMr. Sat Pal Kanwar Mr. Om Parkash Sharma and Mr. Sanjeev Jain Independent Directors.
Mrs. Apinder Sodhi is the Chairperson of the Committee and CompanySecretary of the Company is the Secretary of the Committee. All the recommendations madeby the Audit Committee were accepted by the Board.
13. VIGIL MECHANISM & SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013the Company has established a Vigil Mechanism" incorporating Whistle BlowerPolicy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for employees and Directors of the Company for expressing the genuine concerns ofunethical behavior actual or suspected fraud or violation of the codes of conduct by wayof direct access to the Chairman/ Chairman of the Audit Committee.
The Company has also provided adequate safeguards against victimizationof employees and Directors who express their concerns.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved bythe Board may be accessed on the Company's website at the link:https://www.vardhman.com/user files/investor/VIGIL MECHANISM VHL updated.pdf
Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors further state that during the year under review therewere no complaints filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
14. BUSINESS RESPONSIBILTY REPORT (BRR):
SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listedentities based on market capitalization. In compliance with the Listing Regulations wehave integrated BRR disclosure into our Annual Report.
15. DIVIDEND DISTRIBUTION POLICY (DDP):
As per Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the top 1000 listed companies are required to formulate aDDP. Accordingly a DDP was adopted to set out the parameters and circumstances that willbe taken into account by the Board in determining the distribution of dividend to itsshareholders and/or retaining profits earned by the Company. The policy is available onthe Company's website at the link: https://www.vardhman.com/user files/investor/DividendDistribution Policy VHI sw.pdf
16. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. CorporateGovernance is about maximizing shareholder value legally ethically and sustainably. Aseparate report on Corporate Governance forming part of the Annual Report of the Companyis annexed hereto. A certificate from the Practising Company Secretary regardingcompliance of conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to the report onCorporate Governance.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Vision & Core areas of CSR:
Your Company is committed to and fully aware of its Corporate SocialResponsibility (CSR) the guidelines in respect of which were more clearly laid down inthe Companies Act 2013. The Company's vision on CSR is that the Company being aresponsible Corporate Citizen would continue to make a serious endeavor for a qualityvalue addition and constructive contribution in building a healthy and better societythrough its CSR related initiatives and focus on education environment health care andother social causes.
CSR Policy: The Corporate Social Responsibility (CSR) Policy of theCompany indicating the activities to be undertaken by the Company as approved by theBoard may be accessed on the Company's website at the link:https://www.vardhman.com/userfiles/investor/d2741c4bbc072fc76df0539a029aeab5b86073411436265583.pdf
During the year the Company has spent R 8.00 lakhs on CSR activities.
The disclosures related to CSR activities pursuant to Section 134(3) ofthe Companies Act 2013 read with Rule 9 of Companies (Accounts) Rules 2014 and Companies(Corporate Social Responsibility) Rules 2014 is annexed hereto and forms part of thisreport as Annexure III.
18. RISK MANAGEMENT:
The risk management policy required to be formulated under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been duly formulated and approved by the Board of Directors of theCompany. The aim of risk management policy is to maximize opportunities in all activitiesand to minimize adversity. The policy includes identifying types of risks and itsassessment risk handling monitoring and reporting which in the opinion of the Board maythreaten the existence of the Company.
The Risk Management policy may be accessed on the Company's website atthe link:https://www.vardhman.com/userfiles/investor/ac90887bccb0c1ac34a16f592a1ecbb9c50c4d2e1436265676.pdf
19. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.
A report on the Internal Financial Controls under clause (i) ofsub-section 3 of section 143 of the Companies Act 2013 as given by the Statutory Auditorsof the Company forms part of Independent Auditor's Report on Standalone FinancialStatements as Annexure B and Independent Auditor's Report on Consolidated FinancialStatements as Annexure A.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material inaccordance with the provisions of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Accordingly the disclosure of Related PartiesTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.
The Policy on dealing with related party transactions as approved bythe Board may be accessed on the Company's website at the link:https://www.vardhman.com/user files/investor/VHL RPT%20Policv.pdf.
Your Directors draw attention of the Members to Note no. 26 to thestandalone financial statement which sets out related party disclosures.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013:
Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the standalone financialstatement (Please refer to Note no. 6 to the standalone financial statement).
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
Particulars with respect to conservation of energy and other areas asper Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) of the Companies(Accounts) Rules 2014 are not applicable.
23. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 the web address of the extract of Annual Return of the Company is:https://www.vardhman.com/user files/investor/VHI MGT9 2020-21.pdf.
24. HUMAN RESOURCES /INDUSTRIAL RELATIONS:
The Company is not carrying on any manufacturing activity and noworkers were employed during the year.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The disclosures in respect of managerial remuneration as required undersection 197 (12) read with Rule 5 (1) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 is attached in Annexure IV and form part of this report.
None of the employees has received salary of f 1.02 crores per annum orf 8.50 lakhs per month or more during the Financial Year 2020-21. However the particularsof employees as per Rule 5 (2) and 5(3) Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith.
Since the Company has no holding or subsidiary Company no particularsare required to be given pursuant to the provisions of section 197(14) of the CompaniesAct 2013.
26. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which these financialstatements relate and the date of this report.
27. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 (5) of the Companies Act 2013the Board hereby submits its responsibility Statement:-
a. in the preparation of the annual accounts the applicable accountingstandards have been followed along with the proper explanation relating to materialdepartures;
b. appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit of the Company for the year ended on 31st March2021;
c. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the internal financial controls have been laid down to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and
f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
28. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. Change in nature of Business of the Company.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. No fraud has been reported by the Auditors to the Audit Committee orthe Board.
5. There is no Corporate Insolvency Resolution Process initiated underthe Insolvency and Bankruptcy Code 2016.
Your Directors are pleased to place on record their sincere gratitudeto the Government Bankers Business Constituents and Shareholders for their continued andvaluable co-operation and support to the Company and look forward to their continuedsupport and co-operation in future too.
They also take this opportunity to express their deep appreciation forthe devoted and sincere services rendered by the employees of the Company during the year.
| ||For and on Behalf of the Board |
| ||Sd/- |
|Place : Ludhiana ||(S.P. Oswal) |
|Dated : 26th May 2021 ||Chairman & Managing Director |