To The Members
VAX HOUSING FINANCE CORPORATION LIMITED.
Your Directors have pleasure in presenting herewith the 27th Audited AnnualReport together with the Audited Statement of Accounts of the Company for the year endedon 31st March 2021.
During the financial year 2020-21 the financial operational result of the Company isas follows:
(Amount in Rs)
|Particulars ||For the year ended on 31st March 2021 ||For the year ended on 31st March 2020 |
|Total Income. ||460412 ||509891 |
|Total Expenses. ||466401 ||435712 |
|Exceptional Items ||- ||- |
|Profit Before Tax. ||(5989) ||74179 |
|Depreciation. ||44716 ||60464 |
|Tax expense ||3985 ||51091 |
|Differed Tax (Assets) Liability. ||(4078) ||(1799) |
|Fringe Benefit Tax ||NIL ||NIL |
|Excess Provision of IT Written Back ||NIL ||NIL |
|Net Profit/(Loss) for the Year ||(14052) ||21289 |
SHARE CAPITAL STRUCTURE
There was no change in Number of shares and value of shares in the Authorized IssuedSubscribed and Paid-up Share Capital Structure of the Company.
During the year under review the directors have not recommended any Dividend to be paidin order to strengthen the long-term resources of the Company.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund. There are no otherstatutory amount like outstanding unpaid Refund Amount on Share Applications unpaidinterests or principal of Deposits and Debentures etc lying with the company which arerequired to be transferred to Investors Education and Protection Fund.
YEAR UNDER REVIEW
During the year under review your company had earned a total income of Rs. 460412/-(Previous Year Rs. 509891/-). After meeting with the day to day and total expenses ofRs. 466401 /- (Previous year of Rs. 435715/-) Fringe Benefit Tax of Rs. NIL (Previousyear Rs. NIL /-) the company has earned a net Profit for the year of Rs. (14052)/-(Previous year Net Profit of Rs. 21289/-).
BUY BACK OF SHARE CAPITAL
The Company had not made any Buy Back of its paid up equity shares during the year interms of section 77A 77AA and 77B of the Companies Act 2013. Hence no specific disclosureis required to be made in this report
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.
During the year under review your company has neither invited nor accepted any publicdeposit or deposits from the public as defined under section 73(1) of Companies Act 2013.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:
The Complete Report on Corporate Governance is given separately after this report whichis forming part of this report.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement throughRegistrar and Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors areadvised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE 474 H 01014.Total Share dematerialized up to 31st March2021 were 11287080 which constitute 94.03% of total capital. Your directors request allthe shareholders to dematerialize their shareholding in the company as early as possible.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained in a separate Para inCorporate Governance Report.
Mr. Vijay Nanusingh Rathore Directors of the Company retires by rotation as perprovisions of the Act at this Annual General Meeting. However being eligible offersthemselves for reappointment. Your Directors recommend appointing them by passingresolutions.
The Company has received declarations from Mr.Nilesh Arvindkumar Shah and Mrs. Julie P.Joshi the Independent Directors of the Company confirming that they meet with thecriteria of independence as prescribed both under sub-section (6) of Section 149 of theCompanies Act 2013 and under regulations of SEBI (LODR)2015 with the Stock Exchanges.Members are requested to refer to the Notice of the Annual General Meeting and theExplanatory Statement for details of the qualifications and experience of the Directorsand the period of their appointment. The Board recommends the passing of the Resolutionsat Item No. 4 (2) (3) of the Annual General Meeting Notice.
Formation of Audit Committee in Compliance to Section 177 of the Companies Act 2013and Regulation 27 of the SEBI (LODR) 2015 on Corporate Governance
In Compliance with the provisions of Section 177 of the Companies Act 2013 your companyhas formed an Audit Committee within the Organization consisting of 3 independentdirectors. An Internal Auditors have been appointed as Advisors in their professionalcapacity on this committee. The area of operations and functional responsibilitiesassigned to the committee are as per the guidelines provided in SEBI (LODR)2015 forimplementation of code of corporate governance. The Committee meets at least once in aquarter and gives its report of each meeting to the Board for its approval record andinformation purposes. The detail of powers responsibilities and system of functioning ofthis committee is given in report on Corporate Governance forming part of this report.
The Information required to be disclosed in the report of the Board of Directors as perthe provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 regarding the conservation ofenergy; technology absorption foreign exchange earnings and outgo are not applicable tothe company as Company is not manufacturing any product or providing any services. Therewas no foreign exchange earnings and outgo within the company during the year underreview.
There are no employees of the company who were in receipt of the remuneration of Rs.1.5Cr. in the aggregate if employed for the year and in receipt of the monthly remunerationof Rs. 800000/- in the aggregate if employed for a part of the year under review. Hencethe information required under Section 197 (12) of the Companies Act 2013 read with Rule5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andas amended being not applicable is not given in this report.
DECLARATION BY INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director. (2) All the Independent Directorsin the opinion of the Board are persons of integrity and possesses relevant expertise andexperience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company. (4) Who are or were not related to promoters or directors in thecompany its holding subsidiary or associate company. (5) Who has or had no pecuniaryrelationship with the company its holding subsidiary or associate company or theirpromoters or directors during the two immediately preceding financial years or during thecurrent financial year. (6) None of whose relatives has or had pecuniary relationship ortransaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakhs rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year (7) Who neither himself nor any of his relatives (a) Holds or has heldthe position of a key managerial personnel or is or has been employee of the company orits holding subsidiary or associate company in any of three financial years immediatelypreceding the financial year in which I\he is proposed to be appointed. (b) Is or has beenan employee or proprietor or a partner in any of the three financial years immediatelypreceding the financial years in which he is proposed to be appointed of (i) A firm ofauditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm; (iii) Holds together with his relatives two per cent or moreof the total voting power of the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2020-21 the Board of Directors state:
a) In the preparation of the annual accounts for the financial year ended 31st March2021 as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure; b) TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and profit andloss account of the Company for that period; c) The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors have prepared the annualaccounts on a going concern basis; and e) The directors in the case of a listed companyhad laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively. f) The Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)
In compliance with Section 178 (1) as also in compliance with Clause 49 of the ListingAgreement the Board of Directors do hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of SEBI (LODR)2015. However the Company isstill in process for appointing a suitable person as woman director as required underSection 149 of the Companies Act 2013. b. The Company has constituted Nomination andRemuneration Committee Stakeholders Relationship Committee Audit Committee as perrequirements of the SEBI (LODR)2015 and provisions of the Companies Act 2013. c. TheCompany has the policy for selection and appointment of independent directors who arepersons of reputation in the society have adequate educational qualification sufficientbusiness experience and have integrity & loyalty towards their duties. d. The Companypays managerial remuneration to its Managing/Whole Time Directors based upon theirqualification experience and past remuneration received by them from their previousemployers and company's financial position. e. The Independent Directors are paid sittingfee for attending Board and other committee meetings as decided by the Board from time totime. This sitting fee is decided considering the financial position of the company. f.The Company is not paying any commission on net profits to any directors. g. During theyear the Board has met 5 times during the year. The details of presence of every directorat each meeting of the Board including the meetings of the Committees if any are givenin the reports of the Corporate Governance.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD INDEPENDENT DIRECTORS AND COMMITTEES ANDINDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of every individualdirector committee of directors independent directors and board as a whole.
2. For these purpose the Board makes evaluation twice in a year on a half yearly basis.
3. The performance of individual directors are evaluated by the entire Board excludingthe Director being evaluated on the basis of presence of every directors at a meetingeffective participation in discussion of each of the business of agenda for the meetingsfeedback receives from every directors on draft of the minutes and follow up for actiontaken reports from first line management.
4. Effectiveness and performance of various committees are evaluated on the basis ofthe scope of work assign to each of the committees the action taken by the committees arereviews and evaluated on the basis of minutes and agenda papers for each of the committeemeetings.
5. The performance of independent directors are evaluated on the basis of theirparticipation at the meetings and post meeting follow up and communication from each ofsuch independent directors.
M/S. B S R R & ASSOCIATES Statutory Auditors of the company have given theirletter of consent and confirmation under provisions of Section 139(1) of Companies Act2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules 2014 (Section224(1B) of the Companies Act 1956) for Appointment as Statutory Auditors of the Companyfor the Next Five Years. Necessary Resolution making their appointment as the StatutoryAuditors and fixing their remuneration is proposed to be passed at the Annual GeneralMeeting.
The company is in process of appointing an independent Chartered Accountant to act asan Internal Auditor as per suggestion of auditors in order to strengthen the internalcontrol system for the Company. However as in the company during the previous financialyear there were no much financial transactions or trading business activities looking tothe size of the company and its business operations and transactions the matter is beingdiscussed with the statutory auditors on making of compliance with this requirements.
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2020-21. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR
I. The Chief Financial Officer [CFO Internal Auditors] and Company Secretary are yetto be appointed as per requirement of Section 196197203(1) read with rule 8 of Companies(Appointment and remuneration of Managerial Personnel) rules 2014.
II. The Company has not filled Annual Return and Balance Sheet with Registrar ofCompanies.
III. The Company has not paid the Annual listing Fees from the year 2018-2019 till dateand various other arrears. IV. The Company has not given the Facility of E-voting to itsshareholders for any of the Annual General Meeting and also Company has not submitted theScrutinizers Report of the any of the Annual General Meeting.
V. Though the Board of Directors are disqualified Under Section 164 of CompaniesAct2013 corresponding to Companies Act19556 except Mrs. Julie P. Joshi. However Mr.Vijaysingh Rahore have signed the Balance Sheet also the Whole of Board of Directors areDisqualified Except Mrs. Julie P. Joshi.
MANAGEMENT PERCEPTION ON OBSERVATIONS OF THE SECRETARIAL AUDITORS:
The Company is facing a server fund crunch as a result the company's financialconditions and business operations are also reducing and affected. The CFO CompanySecretary Internal Auditors being Chartered Accountants are not easily available at theprofessional fees/ salary affordable to the Company. Even though the company and itsmanagement are making all out steps to make compliance with these provisions at theearliest possible time.
There are no adverse observations made by the Auditors in their report. However notesto the Accounts to itself are clarificatory and self-explanatory in the nature.
APPOINTMENT OF COST AUDITORS:
As the company is not engaged in any manufacturing activities it is not required toget its financial and other business operations audited by a cost auditor.
MATERIAL CHANGES / INFORMATION:
1. No material changes have taken place after the closure of the financial year up tothe date of this report which may have substantial effect on the business and financial ofthe Company.
2. The Bombay stock exchange has passed some of the orders pursuant to powers grantedto it by SEBI for non-compliance/ late compliance with the Listing Agreement clausesthrough e-mail. Total approximate penalty imposted on the company are more than 10.00lacs. The Management is taking all possible steps to make necessary arrangement for makinggood these liabilities. Except this no significant and material orders have been passedby any of the regulators or courts or tribunals impacting the going concern status andcompanies operations in future.
Your Directors place on record their sincere appreciation for the valuable support andco- operation as received from government authorities Financial Institutions and Banksduring the year. The Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. The Directors would alsolike to acknowledge continued patronage extended by Company's shareholders in its entireendeavor.
|DATE : 13th August2021 ||ON BEHALF OF THE BOARD OF DIRECTORS |
|PLACE: AHMEDABAD. ||OF VAX HOUSING FINANCE CORPORATION LIMITED |
| ||SD/- |
| ||(VIJAYSINGH RATHORE) |
| ||CHAIRMAN AND MANAGING DIRECTOR |
| ||(DIN: 00283820) |