You are here » Home » Companies » Company Overview » Vaxtex Cotfab Ltd

Vaxtex Cotfab Ltd.

BSE: 535352 Sector: Others
NSE: VCL ISIN Code: INE098201028
BSE 05:30 | 01 Jan Vaxtex Cotfab Ltd
NSE 00:00 | 18 May 28.60 -1.50
(-4.98%)
OPEN

28.60

HIGH

28.60

LOW

28.60

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Vaxtex Cotfab Ltd. (VCL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 16th Annual Report on the Businessand Operations of the Company along with the Audited Statement of Accounts for theFinancial Year ended on 31st March 2021.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31stMarch 2021 and for the previous Financial Year ended on 31st March 2020 isgiven below:

(Rs. in Lakhs)

Particulars 2020-21 2019-20
Revenue from Operations 2615.46 2775.80
Other Income 6.49 1.77
Total Income 2621.94 2777.57
Total Expenses 2595.67 2758.84
Profit Before Tax 26.26 18.73
Tax Expense: Current Tax 4.11 4.87
Deferred Tax 4.32 4.54
T otal T ax expense 8.43 9
Profit for the Period 17.83 9.32
Earnings Per Share (EPS)
Basic 0.30 0.15
Diluted 0.30 0.15

2. OPERATIONS

Total revenue from operations for Financial Year 2020-21 was Rs. 2615.46 Lakhs. TheProfit before tax of the Company for the Financial Year 2020-21 stood at Rs. 26.26 Lakhsmaking Net Profit after Tax for the Financial Year 2020-21 of Rs. 17.83 Lakhs.

3. CHANGE IN NATURE OF BUSINESS IFANY

Directors in the Board Meeting held on 30th July 2020 have started twodifferent units in the name of:

• Vaxlife - for trading of garments and fabrics

• Vax Pharma - for manufacturing / trading of marks and PPE kits.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 8 (Eight) times viz 8thJune 2020 30th June 2020 18th July 2020 30th July2020 7th August 2020 12th November 2020 8thDecember 2020 and 31st March 2021.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:

a. In the preparation of the Annual Accounts for the year ended on 31stMarch 2021 the applicable accounting standards have been followed and there are nomaterial departure from the same

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 financial year and of theprofit of the company for the financial year ended on 31st March 2021.

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities

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 are 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.

7. COMMENT ON AUDITORS'REPORT

There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the financial yearended on 31st March 2021. Furthermore there were no frauds reported by theAuditors of the Company pursuant to Companies Act 2013 and the rules made there- under.Maintenance of cost records as specified under Companies Act 2013 is not applicable tothe Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT2013

The details of loans investment guarantees and securities covered under theprovisions of section 186 of the Companies Act 2013 are provided in the financialstatement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.

11. Reserves & Surplus

Sr. No. Particulars Amount (in Rs.)
1. Surplus/Deficit in Profit & Loss Account at the beginning of the year 3940967
2. Current Year's Profit 1783115
3. Short Provision of Tax 432515
4. Surplus/Deficit in Profit & Loss Account at the end of the year 6156594
5. Securities Premium 22344000
Total 28500594

12. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare any dividend for the Financial Year 2020-21 (Previous Year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THEREPORT

There are no material changes and commitments affecting the financial position of theCompany.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTIONFUND

Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF"). During the year under review there wasno unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount.

Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the financialyear 2020-21 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THECOMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN
1. Mr. Mithleshkumar Agrawal Non-Executive Director 03468643
2. Mr. Khushant Gupta1 Managing Director 07958719
3. Mr. Dhaval Patel2 Independent Director 07770039
4. Ms. Poonam Panchal3 Independent Director 08158195
5. Mr. Aakash Thakor4 Non-Executive Director 08158195
5. Mr. Pratapsingh Zala Chief Financial Officer -
6. Mr. Tej Hanj5 Company Secretary -
7. Ms. Priyanka Joshi6 Company Secretary -
8. Mr. Jaimin Gupta Chief Executive Officer -
9. Ms. Ziral Soni7 Independent Director 09213763

 

4Mr. Khushant Gupta resigned from the Company w.e.f. 11th September2020.

 

2Mr. Dhaval Patel has resigned from the post of Independent Director w.e.f. 30thJune 2021.

 

3Ms. Poonam Panchal has resigned from the Company w.e.f. 2nd November2020.

 

4Mr. Aakash Thakor was appointed as Additional Director w.e.f. 12thNovember 2020.

 

5Mr Tej Hanj has resigned from the Company w.e.f. 15th May 2020.

 

6Ms. Priyanka Joshi was appointed as Company Secretary w.e.f. 7thAugust 2020 and has resigned from the post w.e.f. 30th June 2021.

 

7Ms. Ziral Soni was appointed as Independent Director of the Company w.e.f. 30thJune 2021.

Apart from the above changes there were no other changes in the composition of theBoard of Directors of the Company during the Financial Year 2020-21 and till the date ofBoard's Report.

As per Companies Act 2013 the Independent Directors are not liable to retire byrotation.

18. DECLARATION BY INDEPENDENTDIRECTORS

Ms. Ziral Soni Independent Director of the Company has confirmed to the Board that shemeets the criteria of Independence as specified under Section 149 (6) of the CompaniesAct 2013 and is qualify to be Independent Director. She also confirmed that she meets therequirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. The confirmations wasnoted by the Board.

19. CORPORATEGOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore byvirtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable to the Company. Hence CorporateGovernance does not form part of this Board's Report.

20. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the financial year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.

21. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution towards development of the Business and various other criteria asrecommended by the Nomination and Remuneration Committee of the Company. The evaluation ofthe working of the Board its committees experience and expertise performance ofspecific duties and obligations etc. were carried out. The Directors expressed theirsatisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive andNonExecutive Directors were evaluated in terms of their contribution towards the growthand development of the Company. The achievements of the targeted goals and theachievements of the Expansion plans were too observed and evaluated the outcome of whichwas satisfactory for all the Directors of the Company.

22. STATUTORY AUDITOR

M/s. SSRV & Associates Chartered Accountants Mumbai Chartered Accountants(Firm's Registration No. 135901W) were appointed as the Statutory Auditors of theCompany. The Auditor's report for the financial year ended 31st March 2021 hasbeen issued with an unmodified opinion by the Statutory Auditors.

23. SECRETARIAL AUDITOR

The Board appointed M/s. Gaurav Bachani & Associates Company SecretariesAhmedabad to conduct Secretarial Audit for the Financial Year 2020-21. The SecretarialAudit Report for the financial year ended 31st March 2021 is annexed herewithmarked as Annexure-2 to this Report.

24. DISCLOSURES

A. Composition of Audit Committee:

Members of the Committee are as follows:

Name Status
Mr. Mithleshkumar M Agrawal Chairman
Mr. Aakash Thakor Member
Ms. Ziral Soni Member

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

B. Composition of Nomination and Remuneration Committee:

Members of the Committee are as follows:

Name Status
Mr. Mithlesh Agrawal Chairman
Mr. Aakash Thakor Member
Ms. Ziral Soni Member

C. Composition of Stakeholders Relationship Committee:

Members of the Committee are as follows:

Name Status
Mr. Mithlesh Agrawal Chairman
Mr. Aakash Thakor Member
Ms. Ziral Soni Member

25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook as per Annexure-3.

27. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

Registered Office: By the Order of the Board
Survey No. 230 Opp. Mariya Park Vaxtex Cotfab Limited
B/h. Ranipur Village Saijpur - Gopal Narol Ahmedabad - 382 405 Sd/- Sd/-
Aakash Thakor Mithleshkumar Gupta
Place: Ahmedabad Director Director
Date: 4th September 2021 DIN: 07960192 DIN:03468643

.