Vasundhara Rasayans Limited
Your Directors have pleasure in presenting the 34th Annual Report of your Company andthe Audited financial statements for the financial year ended 31st March 2021 togetherwith Auditors' Report thereon.
The performance of the Company during the year has been as under:
(Amount in Rs. )
| ||Current Year Ended 31-03-2021 ||Previous Year Ended 31-03-2020 |
|Turnover ||226795332 ||212842684 |
|Other Income ||9943633 ||11483659 |
|Profit/(Loss) before exceptional items ||39619376 ||39064940 |
|Profit/(Loss) before taxation ||39619376 ||39064940 |
|Net Profit after Taxation ||29357307 ||29883355 |
During the year under review the turnover of the Company Rs. 22.67 Crores in comparisonto the previous year's figure at Rs.21.28 Crores. The company has achieved net profitafter tax which is reported at Rs. 2.98 Crores in comparison to profit of Rs. 2.99 Croresin the previous year.
COVID-19 IMPACT ASSESSMENT :
The Coronavirus (Covid-19) pandemic continues to spread rapidly across the globeincluding India. The outbreak was identified in China and on March 11 2020 the Covid-19outbreak was declared a global pandemic by the World Health Organization. Covid-19 hastaken its toll on not just human life but business and financial markets too. Variousgovernments have introduced a variety of measures to contain the spread of the virus. TheIndian government had announced countrywide lockdown and in this nation-wide lock-downperiod though all the services across the nation were suspended (except the specifiedessential services) some establishments including securities market intermediaries couldoperate and were exempted from the lock-down.
The management has at the time of approving the financial statements assessed thepotential impact of the Covid-19 on the Company. Barring any future Covid-19 relatedescalations based on the current assessment the management is of the view that impact ofCovid-19 on the operations of the Company and the carrying value of its assets andliabilities is not likely to be material.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors' and 'General Meetings' respectivelyhave been duly followed by the Company.
The paid-up Share Capital of the Company as on 31st March 2021 is Rs.31782000divided into 3178200 equity shares of Rs.10/- each.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on the following Stock Exchange:
(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai - 400 001Maharashtra India; and The Company has paid the Annual Listing Fees to the said StockExchange for the Financial Year 2021-22.
The Board of Directors of your company have recommended 15% dividend for the financialyear 2020-21.
During the year under review no amount is allocated or transferred to Reserves.
During FY 2020-21 the Company did not accept any deposit within the meaning ofsections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits)Rules 2014.
Shri. Sunil Kumar Jain Director and Shri. Sanjay Kumar Jain Director of the Companywill retire by rotation at the ensuing Annual General Meeting and being eligible offersthemselves for re-appointment.
Shri Rajesh Pokerna being reappointed as Managing Director of the Company liable toretire by rotation.
Shri. Prakash Chand Jain being reappointed as the Whole time Director of the companyliable to retire by rotation.
Smt Seema Jain being reappointed as the Whole time Director of the company liable toretire by rotation.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out performance evaluation taking into consideration of variousaspects of the Board's functioning composition of Board and its Committees executionand performance of specific duties obligations and governance. The Performance ofevaluation of Independent Directors was completed. The Performance evaluation of Chairmanand the Non-Independent Directors was carried out by the Independent Directors. The Boardof Directors expressed their satisfaction with evaluation process.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted requisite declarationsconfirming that they continue to meet the criteria of independence as prescribed undersection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with Schedule IV of theAct and the Company's Code of Conduct.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management of the Company.The Remuneration Policy is stated in the Corporate Governance Report.
During the year (6) Board Meetings and (3) Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period of 120 days as prescribed Under theCompanies Act 2013 and SEBI (LODR) Regulations 2015 of the Listing Agreement.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval where ever required. Prior omnibusapproval of the Audit Committee is obtained for the transactions which are of aforeseeable and repetitive nature. A statement giving details of all related partytransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee and the Board of Directors on a quarterly basis. The Company hasdeveloped a Policy on Related Party Transactions for the purpose of identification andmonitoring of such transactions. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website.The particulars of contracts andarrangements with related parties referred to in sub-section (1) of section 188 isprepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules 2014 andthe same is annexed herewith as "Annexure-I" to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. MAMTA JAIN & ASSOCIATES Chartered Accountants (Firm Regn No: 328746E) of theCompany were appointed as auditors in the Board Meeting held on 28.05.2018 subject toratification on approval of shareholders in the ensuing general meeting to hold officefor a period of 5 years from financial year 2018-2019 until financial year 2022-2023 onsuch remuneration as may be agreed upon by the Board of Directors and the Auditors inaddition to reimbursement of all out of pocket expenses in connection with the audit ofthe accounts of the Company for the financial years.
The Secretarial Audit Report for the financial year ended 31st March 2021 is annexedto this report as "Annexure-N". The Report does not contain any qualificationreservation disclaimer or adverse remark.
The Board on the recommendation of the Audit Committee has re-appointed Mrs. RakhiAgarwal Company Secretary in Practice in Hyderabad to conduct the secretarial audit ofthe Company for the FY 2021-22. She has confirmed that she is eligible for the saidappointment.
M/s. S.B. Kabra & Co. Chartered Accountants performs the duties of internalauditors of the Company and their report is reviewed by the Audit Committee from time totime.
The Provisions of Section 148 of the Companies Act 2013 read with The Companies (Costrecords and audit) rules 2014 relating to Maintenance of Cost Records and Cost Audit arenot applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to regulations 34 of the Securities and Exchange Board of India (LODR)Regulations 2015 (Listing Regulations) the Management Discussion and Analysis Report forthe year under review is presented in a separate section forming part of the annualreport as Annexure-
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance enunciated Regulation 27(2) of SEBI (LODR) Regulation withthe Stock Exchanges.
A separate report on corporate governance practices followed by the Company togetherwith a Certificate from the Company's Auditors confirming compliances forms an integralpart of this Report.
EXTRACT OF ANNUAL RETURN
An Extract of the Annual Return of the Company has been placed on the website of thecompany and can be accessed at email@example.com under the investors informationsection. The Extract of the Annual Return for FY 2020-21 is given as "Annexure -III".
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board of your company has laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andeffectively. Your company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management policy/plan for the Company and ensuring its effectiveness.The Risk Management Committee oversees the Risk Management process including riskidentification impact assessment effective implementation of the mitigation plans andrisk reporting. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.
Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programs which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) That in the preparation of the accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the State of Affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for the year under review;
c) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the financial year ended 31stMarch 2021 on a 'going concern' basis;
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
f) That devised proper systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure forming part of this Report.
POLICY ON SEXUAL HARRASSEMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Company is in compliance with the provisions relating to the constitution of anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the financial year 2020-21 the Company has not received any Complaintspertaining to Sexual Harassment.
PARTICULARS OF EMPLOYEES:
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
PARTICULARS OF REMUNERATION:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as follows:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;
|Name of the Director ||Ratio to Median Remuneration |
|Sanjay Kumar Jain WTD ||4.30 |
|Prakash Chand Jain Director ||3.23 |
|Sunil Kumar Jain CFO/WTD ||4.30 |
|Rajesh Pokerna MD ||9.68 |
|Seema Jain Whole time Women Director ||3.23 |
(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
|Name of Person % increase in remuneration || |
|Sanjay Kumar Jain WTD ||_ |
|Prakash Chand Jain MD || |
|Sunil Kumar Jain CFO/WTD || |
|Rajesh Pokerna WTD ||_ |
|Seema Jain Whole Time Women Director || |
(iii) The percentage increase in the median remuneration of employees in the financialyear 39.51%.
(iv) The number of permanent employees on the rolls of company is 39.
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;
(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.
Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry despiteincreased competition from several existing and new players.
CAUTIONARY STATEMENT :
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
The Board desires to place on record its sincere appreciation for the support andcooperation that the Company received from the suppliers customers strategic partnersBankers Auditors Registrar and Transfer Agents and all others associated with theCompany. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be the Company's endeavor to build andnurture strong links with trade based on mutuality respect and co-operation with eachother.
|REGISTERED OFFICE ||BY ORDER OF THE BOARD OF DIRECTORS |
|Shed No. 42 Phase II ||VASUNDHARA RASAYANS LIMITED || |
|IDA Mallapur || || |
|Hyderabad - 500 076. || || |
|Telangana. ||Sd/- ||Sd/- |
| ||(PRAKASH CHAND JAIN) ||(RAJESH POKERNA) |
| ||WHOLE TIME DIRECTOR ||MANAGING DIRECTOR |
| ||DIN NO: 00117348 ||DIN NO: 00117365 |
|Date: 03.09.2021 || || |