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Vasa Retail and Overseas Ltd.

BSE: 535045 Sector: Services
NSE: VASA ISIN Code: INE068Z01016
BSE 05:30 | 01 Jan Vasa Retail and Overseas Ltd
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Vasa Retail and Overseas Ltd. (VASA) - Director Report

Company director report

To

The Members

Your Directors presents the 3rd Annual Report of the Companytogether with the Audited Financial Statements for the year ended on 31stMarch 2020.

1. FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)
Particulars Year ended 31st March 2020 Year ended 31st March 2019
Revenue from operations 3206.29 3840.94
Other Income 103.28 58.66
Total Revenue 3309.57 3899.60
Less: (i) Financial expenses 208.31 120.41
(ii) Depreciation / Amortization 16.05 10.01
(iii) all other expenses 2976.29 3565.79
Profit / (Loss) before tax 108.91 203.38
Less: Tax-Provision
-Current Tax 24.10 50.20
-Deferred tax liabilities/ (Assets) (0.81) 0.10
Profit / (Loss) after tax 85.62 153.08

*IND-ASAPLICABILITY:

The Company has not adopted the Indian Accounting Standard ('Ind AS')as the company is listed on SME exchange. These financial Statements have been prepared inaccordance with the recognition and measurement principles stated therein and asprescribed under Section 133 of the Companies Act 2013 read with relevant rules issuedthere under and the other accounting principles generally accepted in India.

2. PERFORMANCE OF THE COMPANY:

During the year under review the Company has registered an totalrevenue of Rs.3309.57/- Lakhs as compare to total revenue of Rs.3899.60/- Lakhs in theprevious financial year. After providing for Finance cost Depreciation & Amortizationexpenses and Taxes the Net Profit of the Company stood at Rs.85.62/- Lakhs as compared toNet Profit of Rs.153.08/- Lakhs in the previous financial year.

3. DIVIDEND:

In order to conserve the funds for working capital requirement andexpansion of business your directors do not recommends for declaration of any dividendfor the financial year ended as on 31st March 2020.

4. LISTING INFORMATION:

The Company Shares are listed as follows: Name of Stock Exchanges Stock Code/Symbol
National Stock Exchange of India Limited (NSE) "Exchange Plaza" Bandra-Kurla Complex Bandra (East) Mumbai - 400051. VASA

5. SHARE CAPITAL OF THE COMPANY:

There has been no change in the authorized share capital of the Companyduring the financial year and the authorized share capital of the Company remain same ason 31st March 2020 Rs. 70000000/- (Rupees Seven Crores Only) divided into7000000 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

The Issued Subscribed and paid-up Equity Share Capital of your Companyas on 31st March 2020 is Rs.59925500/- (Rupees Five Crore Ninety Nine LakhsTwenty Five Thousand Five Hundred only) divided into 5992550 Equity shares of the facevalue of Rs.10/- (Rupee Ten) each.

6. PUBLIC DEPOSITS:

During the year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

7. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form No. MGT-9 as per the provisions ofSection 92(3) read with Section 134(3)(a) of the Companies Act 2013 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is being appended to this Reportand marked as Annexure -1.

8. HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding Subsidiary Associates Companyor any Joint Ventures during the financial year under review.

9. CHANGE IN THE NATURE OF BUSINESS OF THECOMPANY:

There was no change in the nature of business activities of the Companyduring the Financial Year under review.

10. INTERNAL FINANCIAL CONTROL:

According to Section 134(5)(e) of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the companyfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act2013 (the 'Act') read with Companies (Management and Administration) Rules 2014 andArticles of Association of the Company Mr. Hiten Jagmohandas Pabari Wholetime Director(DIN: 02694328) of the Company retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment and the Nomination and RemunerationCommittee and Board recommends for their re-appointment at the ensuing Annual GeneralMeeting.

During the year under review Mr. Manish Kumar Badola WholetimeDirector has resigned from the Directorship of the Company w.e.f. 23rd August2019. The Board expresses its appreciation for their valuable guidance as Director of theCompany.

Mr. Bharat Kumar Prajapat Company Secretary and Compliance officer ofthe Company has resigned from his position w.e.f. 6th March 2020 and Mr. ParthHarilal Joshi has appointed as an Company Secretary and Compliance officer of the Companyw.e.f. 6th March 2020.

a. Declaration from Independent Directors:

The Company has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) 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.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and accordingto the information and explanations obtained by them and as required under Section134(3)(c) of the Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

b. the directors have selected such accounting policies and appliedthem consistently and 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 at the end of thefinancial year and of the profit of the Company for that period;

c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the directors have prepared the annual accounts on a going concernbasis;

e. the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

f. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company'sbusiness policy and strategy apart from other business of the Board. The notice of Boardmeeting is given well in advance to all the Directors of the Company. The gap between twoboard meetings did not exceeded one hundred and twenty days. The board meetings were heldon the following dates as mentioned in the table:

Attendance by Director:

Name of Directors Designation No. of Meetings
Held Attended
Hardik Bhupendra Vasa Chairman & Managing Director 11 11
Kajal Hardik Vasa Whole-Time Director 11 11
Yashesh Jitendra Udani Independent Director 11 11
Mahiesh Sankalchand Jaain Independent Director 11 11
Atrayee Dutta Gupta Independent Director 11 11
Manish Kumar Badola* Whole-Time Director 4 4
Chhaya Hemal Bhagata Whole-Time Director 11 11
Hiten Jagmohandas Pabari Whole-Time Director 11 11

*Date of Resignation 23rd August 2019

During the year under review the Board met 11 (Eleven) times onvarious dates 30th May 2019 20th July 2019 7thAugust 2019 23rd August 2019 30th August 2019 9thOctober 2019 15th October 2019 14th November 2019 30thDecember 2019 24th February 2020 and 6th March 2020.

14. COMMITTEES OF THE BOARD OF DIRECTORS:

Presently there are three Committees of the Board as follows:

A. Nomination and Remuneration Committee;

B. Audit Committee;

C. Vigil Mechanism for Directors and Employees;

Nomination and Remuneration Committee
Name Designation in Company Designation in committee
Mahiesh Sankalchand Jaain Non -Executive Director and Independent Director Independent Director
Yashesh Jitendra Udani Non -Executive Director and Independent Director Independent Director
Atrayee Dutta Gupta Non -Executive Director and Independent Director Member
Audit Committee
Name Designation in Company Designation in committee
Mahiesh Sankalchand Jaain Non -Executive Director and Independent Director Independent Director
Yashesh Jitendra Udani Non -Executive Director and Independent Director Member
Hardik Bhupedra Vasa Managing Director

 

Vigil Mechanism for Directors and Employees
Name Designation in Company Designation in committee
Atrayee Dutta Gupta Non -Executive Director and Independent Director Member

15. DISCLOSURE BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

16. STATUTORY AUDITORS:

As per provisions of Section 139 of the Act read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in their 1stAnnual General Meeting held on 28th September 2018 appointed M/s. Jain Chhajed& Associates Chartered Accountants Mumbai (Firm Registration no. 127911W) as theStatutory Auditors of the Company for a term of consecutive 5 years i.e. 1stAnnual General Meeting of the Company to be held for the financial year ended 31stMarch 2018 upto the conclusion of 6th Annual General Meeting to be held forfinancial year ending 31st March 2023 subject to the ratification by membersof the Company every year. However after the amendment in Section 139 of the Acteffective 28th September 2018 ratification by shareholders every year for theappointment of the Statutory Auditors is no longer required.

M/s. Jain Chhajed & Associates Chartered Accountants havefurnished a certificate of their eligibility under Section 141 of the Act and theCompanies (Audit and Auditors) Rules 2014 confirming that they are eligible forcontinuance as Statutory Auditors of the Company.

The Statutory Auditors' Report for FY 2019-20 on the financialstatements of the Company forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any fraud asspecified under the second proviso to Section 143(12) of the Act therefore no detail isrequired to be disclosed under Section 134(3)(ca) of the Companies Act 2013.

17. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014M/s. Disha Shah & Associates Company Secretaries Mumbai having a CP No. 19235 toundertake Secretarial Auditors of the Company for the Financial Year 2019-20. TheSecretarial Audit Report for the Financial Year under review is appended to this report asAnnexure - II.

The Secretarial Audit Report for the financial year ended 31stMarch 2020 does not contain any qualification reservation or adverse remark.

18. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 on recommendation of Audit Committee M/s. A. D.Sheth & Asscoiates Chartered Accountants were appointed as Internal Auditors of theCompany. The Internal Auditors submit their Reports on periodical basis to the AuditCommittee.

Based on the internal audit report the management undertakescorrective action in respective areas and thereby strengthens the controls.

19. MAINTENANCE OF COST RECORDS:

Pursuant to the rules made by the Central Government and as per section148 (1) of the Companies Act 2013 maintenance of cost records is not applicable to thecompany.

20. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIALSTATEMENTS:

The Company has in place proper and adequate internal control systemscommensurate with the nature of its business size and complexity of its businessoperations. Internal control systems comprising of policies and procedures are designed toensure reliability of financial reporting compliance with policies proceduresapplicable laws and regulations and that all assets and resources are acquiredeconomically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financialcontrol system in the Company its compliance with operating systems accountingprocedures at all locations of the Company and strives to maintain the standard inInternal Financial Control.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All Related Party Transactions entered during the financial year werein ordinary course of the business and on arm's length basis. No Material Related PartyTransactions were entered during the year by your Company. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3) of the Companies Act 2013 inForm AOC-2 is not applicable.

The details of the related party transactions as per AccountingStandard -18 are set out in Notes to accounts to the Financial Statements forming part ofthis report.

22. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement of disclosure is appended to this report as Annexure -III.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation34 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Regulations) is disclosed in the current Annual Report asAnnexure - IV.

24. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy and Technology Absorption

Information in terms of requirements of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 withrespect to conservation of energy are not given as the same is not applicable to theCompany. However the Company always takes necessary measures to conserve the energywhenever possible.

The information related to Technology absorption adaptation andinnovation is not applicable to the Company.

Foreign Exchange Earning and Outgo:

(a) Expenditure in Foreign Exchange:

(Rupees Lakhs)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
imports of goods (CIF Value) 600.19 1184.51
Foreign Travelling Expenses 7.07 12.34

(b) Earnings in Foreign Exchange:

(Rupees Lakhs)
Particulars Year ended 31st March 2020 Year ended 31st March 2019
From export of goods (FOB Value) 556.30 2338.42

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013:

The Company has complied with the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014regarding giving of loan. The Company has not given any guarantee / Security during theyear under review.

The details of loans given and investments made by the Company duringthe year under report are given in the Notes to the financial statements and are incompliance with the provisions of the Companies Act 2013.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:

The Directors report that during the year under review no significantand material order has been passed by any regulators or courts or tribunals impacting thegoing concern status of the Company and its operations in future.

27. RISK MANAGEMENT POLICY:

The Company has devised adopted and implemented a mechanism for riskassessment and management. It provides for identification of possible risks attached withthe business of the Company assessment of the same at regular intervals and takingappropriate measurement and controls to manage the risk. The key categories of risk areCredit Risk Liquidity Risk Exchange rate Risk Interest rate Risk and such other riskthat may potentially affect the working of the Company. The risk management is undertakenby the Board of Directors.

28. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THISFIANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

IMPACT OF COVID 19 PENDAMIC ON BUSINESS:

With reference to Advisory on disclosure of material impact of COVID-19pandemic on listed entities under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated May 202020. Your company has provided disclosure to the Exchange.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established Vigil Mechanism system and framed WhistleBlower Policy. Whistle Blower Policy is disclosed on the website of the Company.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has made adequate Compliances with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and approvedby Central Government under Section 118 (10) of the Companies Act 2013.

31. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ONCORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company is not having Net Worth of Rupees Five Hundred Crores ormore or Turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees FiveCrores or more during any Financial Year the Company is not required to comply with theprovisions of Section 135 of the Companies Act 2013 with regard to the formation of theCSR Committee and undertaking of Social Expenditure as required under the said Section.

32. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or Board underSection 143(12) of the Act and Rules framed there under.

33. REPORT ON CORPORATE GOVERNANCE:

Since the Company's securities are listed on SME Emerge Platform ofNational Stock Exchange of India Limited As per the provisions of Regulation 15(2) of theListing Regulations the provisions related to Corporate Governance as specified inRegulations 17 18 19 20 21 22 23 24 25 26 27 and Clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and Para C D and E of Schedule V shall not apply to alisted entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worthnot exceeding Rupees Twenty Five Crores as on the last day of the previous financialyear. Hence corporate governance does not form part of this Boards' Report.

34. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace andadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013. There was no case of sexual harassmentreported during the year under review.

INTERNAL COMMITTEE:

The Company has in place Internal Committee and Policy as requiredunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 has in place. All the employees are covered under the policy. No complaint hasbeen received by the Company under this Policy during the financial year 2019-20.

35. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for thededication hard work and commitment of the employees at all levels and their significantcontribution to your Company's growth. Your Company is grateful to the DistributorsDealers and Customers for their support and encouragement. Your Directors thank theBanks Financial Institutions Government Departments and Shareholders and look forward tohaving the same support in all our future endeavours.

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