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VCU Data Management Ltd.

BSE: 536672 Sector: Others
NSE: N.A. ISIN Code: INE962O01014
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NSE 05:30 | 01 Jan VCU Data Management Ltd
OPEN 17.20
PREVIOUS CLOSE 17.20
VOLUME 10
52-Week high 21.05
52-Week low 5.47
P/E 59.31
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.20
CLOSE 17.20
VOLUME 10
52-Week high 21.05
52-Week low 5.47
P/E 59.31
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VCU Data Management Ltd. (VCUDATAMANAGEM) - Director Report

Company director report

For the Financial Year Ended on March 31 2020

Dear Shareholders

Your Directors have great pleasure in presenting the 8th Annual Reporttogether with the Audited Balance Sheet as at March 31 2020 and Profit & Loss Accountfor the year ended on that date.

FINANCIAL RESULTS:

The Company's performance during the year ended 31st March 2020 as compared to theprevious financial year is summarized below: (Amount in Lakhs.)

Particulars Standalone Year ended Consolidated Year ended
31st March 31st March 31stMarch 31st March
2020 2019 2020 2019
Revenue & other Income 3200.27 2814.23 3200.27 2814.23
Total Expenses 3176.16 2816.33 3176.16 2816.33
Exceptional Item - - 0.14 (0.03)
Profit before Tax 24.11 (2.10) 24.26 (2.13)
Tax Expenses:
a. Current Tax/ Deferred tax 3.18 (0.38) 3.18 (0.38)
b. (Excess)/Short provision for taxes of earlier years 0.31 (0.05) 0.31 (0.05)
Net profit for the year 20.61 (1.67) 20.76 (1.70)
Other comprehensive (loss)/income for the year -- -- -- --
Total comprehensive income for the year 20.61 (1.67) 20.76 (1.70)
Total comprehensive income for the period attributable to:
Minority Interest - - - -
Share of Profit/(Loss) from Associates - - - -
EPS:
- Basic 0.13 (0.01) 0.13 (0.01)
- Diluted 0.13 (0.01) 0.13 (0.01)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 3200.27 lakhs ascompared to Rs.2814.23 Lakhs in the previous year. During the year the Company has netprofit of Rs. 20.61 Lakhs (previous year loss of Rs. 1.67 Lakhs).

CORONA VIRUS IMPACT

The Indian Government has taken a series of measures to contain the outbreak whichincluded imposing multiple "lock-downs' across the country from March 25 2020. Thelockdowns and restrictions imposed on various activities due to COVID - 19 pandemic haveposed challenges to the business of the Company. COVID-19 pandemic has impacted worldeconomy badly and company is an exception.

The impact of the COVID-19 pandemic on the video surveillance market: As COVID-19influences all technology markets the video surveillance market will also experienceimpacts to both demand and supply. COVID-19 pandemic may cause delay in income accrual innear future. Exact impact of that is yet to be assessed at this stage.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2019-20and Company Share Capital as on 31.03.2020 stood at Rs.155000000/-

DIVIDEND:

In order to conserve the resources for future business requirements your Directors donot recommend dividend for the year under review.

TRANSFER TO RESERVES

During the year under review Company has not transferred any amount to the reserves.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form no. MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Rule 12 ofCompanies - (Management and Administration) Rules 2014 is enclosed as Annexure 1. Alsothe same is uploaded on the website of the company viz. www.vcupack.in

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mrs. Renuka Bafna (DIN: 07007731) Whole Time Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered herself forre-appointment.

Mr. Shripal Bafna Managing Director of the Company has been re-appointed for a periodof 05 years w.e.f 29th September 2020 and Mrs. Renuka Bafna Whole-TimeDirector for a period of 05 years w.e.f. 29th September

2020 subject to the approval of shareholder's in ensuing AGM.

Your Board recommends the re-appointment of the above Director.

Additional Information on directors recommended for appointment/re-appointment is givenin the Notice convening 8thAnnual General Meeting.

During the year under review Mr. Vijendra Vaishya has been appointed w.e.f. 12thDecember 2019 in place of Mr. Kuldeepsinh Jadeja who has resigned from the post ofCompany Secretary of the Company w.e.f. 10th August 2019.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and businessstrategies. The notice of Board meeting is given well in advance to all the Directors ofthe Company. Usually meetings of the Board are held in the registered office of theCompany. The agenda of the Board / Committee meetings is circulated 7 days prior to thedate of the meeting.

The Board met 7 (Seven) times during the year the details of which are given in theReport on Corporate Governance which forms part of this Annual Report. The interveninggap between the two consecutive meetings was within the period prescribed under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

i. Board dynamics and relationships ii. Information flows iii. Decision-making iv.Relationship with stakeholders iv. Company performance and strategy v. Tracking Board andcommittee's effectiveness vii. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings; ii. Quality ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of Company and its performance; iv. Providing perspectives and feedbackgoing beyond information provided by the management. v. Ability to contribute to andmonitor our corporate governance practices.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors ofthe Company under sub-section (7) of Section 149 of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 of the SEBI (Listing and ObligationDisclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations2015. The composition of the Audit Committee is given in Report on Corporate Governancewhich forms part of this Annual Report.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behaviour actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in the exceptionalcases. The details of the Vigil Mechanism Policy are explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2019-2020 no employee or director was denied access to the AuditCommittee.https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-8c7c12ec88a8/downloads/WHISTLE%20BLOWER%20POLICY.pdf?ver=1598269659828

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report. The policy can be accessed onthe link:https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-8c7c12ec88a8/downloads/Criteria%20of%20making%20payments%20to%20Non-Executive%20D.pdf?ver=1599118384749

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; 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 of the profitof the company for that period; c. the directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the directors have prepared the annual accounts on a goingconcern basis; e. the directors have laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; 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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

MATERIAL CHANGES AND COMMITMENTS IF ANY

There are no material changes and commitments if any affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report. There is no change inthe nature of business of the Company.

STATUTORY AUDITORS:

At the 6th Annual General Meeting of the Company held on 28th September2018 M/s. Kriplani Milani & Co Chartered Accountants Mumbai (having FRN: 130461W)were re-appointed as Statutory Auditors of the Company for a further period of 5 years tohold office up to the conclusion of 11thAnnual General Meeting.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 8th AGM.

The Auditor's Report for the year ended 31st March 2020 does not contain anyqualification reservation or adverse remark. Pursuant to provisions of Section 143(12) ofthe Companies Act 2013 the Statutory Auditors have not reported any incident of fraud tothe Audit Committee during the year under review. The Auditor's

Report is enclosed with Financial Statements in this Annual Report.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.

Your Company's approach on Corporate Governance has been detailed out in the CorporateGovernance Report. Your Company has deployed the principles enunciated therein to ensureadequacy of Internal Financial Controls with reference to the financial statements. YourBoard has also reviewed the internal processes systems and the internal financialcontrols and the Directors' Responsibility Statement contains a confirmation as regardsadequacy of the internal financial controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has appointed M/s. VKM& Associates Practicing Company Secretaries to conduct Secretarial Audit of theCompany. The Report of the Secretarial Audit in Form MR-3 for the financial year endedMarch 31 2020 is enclosed as Annexure- 2 to this Report.

There are no qualifications reservations or adverse remarks made by the SecretarialAuditor in his report.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of the ratioof remuneration of each Director to the median employee's remuneration are appended tothis report as Annexure 3.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans guarantee or investment under Section 186 of the Companies Act2013 forms part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Policy Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's

Length basis. No Material Related Party Transactions entered during the year by yourCompany as per Section 188 of the Companies Act 2013which require approval of the member.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)of the Companies Act 2013 in Form AOC-2 is not applicable to the Company. Furtherdisclosure of transactions with related parties is set out as part of the financialstatements.

The Policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the website of theCompany at the linkhttps://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-8c7c12ec88a8/downloads/Policy%20on%20Related%20Party%20Transaction.pdf?ver=1598269659828

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one Associate Company details of which are enclosed as Annexure- 4.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2019-20 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance is about maximizing shareholders value legally ethically andsustainability. The goal of Corporate Governance is to ensure fairness for everystakeholder. We believe Corporate Governance is critical to enhance and retain investortrust. Our Board exercises its judiciary responsibilities in the widest sense of the term.We also endeavour to enhance long-term shareholder value and respect minority rights inall our business decisions.

The following have been made a part of the Annual Report:

? Report on Corporate Governance

? Certificate regarding compliance of conditions of Corporate Governance ? ManagementDiscussion and Analysis Report

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review. The Company has also constituted Internal ComplaintsCommittee as per the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013:

a) Number of complaints filed during the financial year: Nil b) Number of complaintsdisposed off during the financial year: Nil c) Number of cases pending as on end of thefinancial year: Nil

The policy can be accessed on the link:https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-8c7c12ec88a8/downloads/Sexual%20Harassment%20Policy.pdf?ver=1599118384749

PARTICULARS OF CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Companydo not consume energy intensively. However the Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Thoughthe activities undertaken by the Company are not energy intensive the Company shallexplore alternative sources of energy as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction productdevelopment or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable d. The expenditureincurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for thecontinued support and cooperation received by the Company from the shareholders company'sclients suppliers bankers and employees and look forward for their continued support inthe future as well.

By Order of the Board
For VCU Data Management Limited
Shripal Bafna
Chairperson & Managing Director
DIN: 06489822
Date: 05th September 2020
Place: Mumbai

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