Velox Industries Limited.
Your Directors are delighted to present the Thirty Sixth Annual Report on Company'sBusiness Operations along with the Audited Financial Statements for the year ended 31stMarch 2019.
FINANCIAL SUMMARY/STATE OF AFFAIRS
| || ||(Amount in Rs.) |
|Particulars: ||Financial Year Ended 31st March 2019 ||Financial Year Ended 31st March 2018 |
|Income from operations ||- ||- |
|Other Income ||- ||- |
|Less:Expenses ||565998 ||695301 |
|Net Profit (+) / Loss (-) ||(565998) ||(695301) |
During the financial year 2018-19 the Company has not conducted any major businessactivity.
CASH FLOW STATEMENT
The Statement of cash flows for the year ended 31 March 2019 as prepared in accordancewith Ind AS 7 'Statement of cash flows' is attached and forming part of the financialstatements of the Company.
COMPOSITION OF BOARD OF DIRECTORS
The Board of Directors and the Committees constituted by the Board provides leadershipand guidance to the Company's management and supervises the Company's overall performancein its business and other related matters.
The Company is in compliance with the Corporate Governance norms in terms ofconstitution of the Board of Directors (the Board). The members of the Board consist ofExecutive and Non Executive Directors and Independent Directors which is in conformitywith the Listing Regulations and the Companies Act 2013 ('the Act').
As on 31st March 2019 Board consisting one Executive Director oneNon-Executive Director and two Independent Directors include one woman director. Ms. RashiDiwan is an Independent Woman Director of the Company. The Chairman of the Company Sh.Sanjiv Jain is a Non-Executive Director of the Company.
Pursuant to the provisions of Section 152 of the Act Sh. Sanjiv Jain (DIN No.02011909) NonExecutive Director will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer himselves for reappointment. His brief resume is formspart of the Notice convening the 36th AGM.
KEY MANAGERIAL PERSONNELS
The details of Key Managerial Personnels (KMPs) of the Company in accordance with theprovisions of Sections 2(51) and Section 203 of the Companies Act 2013 read with rulesframed thereunder are as follows:
|S.No. ||Name of KMPs ||Designation |
|1. ||Mr. Vijay Kumar Bhutna ||Managing Director |
|2. ||Mr. Lalit Goyal ||Chief Financial Officer |
|3. ||Mr. Mohinder Singh* ||Company Secretary |
*Mr. Mohinder Singh who was appointed as Company Secretary on 29th August2018 have resigned on 14th June 2019. Apart from this there is no change(appointment or cessation) in the office of KMPs.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
The paid up equity share capital of the Company as on 31 March 2019 was Rs. 34.90 Lakhsconsisting of total 349000 equity shares of Rs. 10/- each. During the year under reviewthere was no Change in Capital Structure and Listing of Shares.
The Shareholders of the Company have approved the appointment of M/s P. Shah & CoChartered Accountants (Firm Reg. No. 109710W) as the Statutory Auditors of the Company whowill hold office for a period of Five Consecutive years from the conclusion of the 34thAnnual general Meeting held on 28th September 2017 till the conclusion of the39th Annual General Meeting of the Company to be held in the year 2022.
STATUTORY AUDITORS REPORT
The Report of Statutory Auditors for the Financial Year 2018-19 is self-explanatory anddoes not require any explanation from the Board.
INDIAN ACCOUNTING STANDARDS
The financial statements for the year ended on 31st March2019 has beenprepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies(Indian Accounting Standards) Rules 2015 and the Companies (Indian Accounting Standards)Amendment Rules 2016 notified under section 133 of Companies Act 2013 and other relevantprovisions of the Act.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr. Vishal Arora Practicing Company Secretary was appointed as Secretarial Auditor ofthe Company for the financial year 2018-19 pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached as 'Annexure 1' to this report.
The secretarial Auditors have observed one observation regarding Dematerialization ofShares in their secretarial audit report and reply to the same is as under:
The Company has taken all necessary steps for requesting the shareholders to demattheir shareholding. A similar request has been incorporated in the notice of the AnnualGeneral Meeting
The Internal Audit Department heading by Mr. Lalit Goyal-CFO of the Company performsthe duties of internal auditors of the company and their report is reviewed by the auditcommittee from time to time.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "SEBI ListingRegulations") the Company familiarizes its directors about their role andresponsibilities at the time of their appointment through a formal letter of appointment.Presentations are regularly made at the meetings of the Board and its various Committeeson the relevant subjects. All efforts are made to keep Independent Directors aware
MEETINGS OF BOARD
The Board meetings of your company are planned in advance in consultation with theBoard Members. During the year the Board met Six times on 14/05/2018 21/05/201811/08/2018 29/08/2018 12/11/2018 and 12/02/2019. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 extract of theAnnual Return in Form MGT-9 is given in 'Annexure 2' to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Pursuant to the provisions of Section 134(3)(g) of the Companies Act 2013 (Act)particulars of loans/guarantees/ investments/securities given under Section 186 of the Actare given in the notes to the Financial Statements forming part of the Annual Report.
Pursuant to the provisions of Section 177 of the Companies Act 2013 the Board hasconstituted an Audit Committee to perform the functions as prescribed under the saidsection with two Independent Directors and one Non-Executive Director as the members ofthe Committee.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to the provisions of Section 178 (1) of the Companies Act the Company hasconstituted a committee under the name Nomination and Remuneration Committee to performthe functions as specified under the said section.
The Nomination and Remuneration committee has laid down the criteria as specified underSection 178 (3) of the Act and also carried out evaluation of every Director'sperformance.
The Company has developed a Risk Management Policy as per the provisions of theCompanies Act 2013 which is implemented and periodically reviewed by the Board ofDirectors.
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the company.
TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND
Since the Company has not declared any divided from last 7 years so the provisions ofSection 125 of the act read with Rule 6 of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 is not applicable.
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 the Board inconsultation with its Nomination & Remuneration Committee has formulated a frameworkcontaining inter-alia the criteria for performance evaluation of the entire Boardof the Company its Committees and Individual Directors including Independent Directors.
The performance evaluation of all the Directors has been done by the entire Boardexcluding the Director being evaluated. On the basis of performance evaluation done by theBoard it shall be determined whether to extend or continue their term of appointmentwhenever the respective term expires.
RELATED PARTY TRANSACTIONS
During the year under review there were no contracts or arrangements with any relatedparties as referred to in sub-section (1) of Section 188 of the Companies Act.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In compliance with the provisions of Section 177(9) of the Companies Act 2013 read withRule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 your Company hasin place a 'Whistleblower Policy' which provides an opportunity to the directors andemployees to raise concerns about unethical and improper practices or any other wrongfulconduct in or in relation to the Company. The Whistle- Blower Protection Policy aims to:
Allow and encourage stakeholders to bring to the management notice concernsabout unethical behavior malpractice wrongful conduct actual or suspected fraud orviolation of policies.
Ensure timely and consistent organizational response.
Build and strengthen a culture of transparency and trust.
Provide protection against victimization.
The Audit Committee periodically reviews the existence and functioning of themechanism. The policy permits all the directors and employees to report their concernsdirectly to the Chairman of the Audit Committee of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34(2)(e) of the Listing Regulations 2015 read with otherapplicable provisions The Management Discussion and Analysis Report forms part of theAnnual Report.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs
A statement containing the details of the Remuneration of Directors and KMPs asrequired under Section 197(12) of the Companies Act 2013 read with rules framedthereunder is attached as 'Annexure 3' which forms part of this Report.
COMPLIANCE OF CORPORATE GOVERNANCE PROVISIONS
The provision of Corporate Governance requirements as specified in regulation 17 to 27and clauses(b) to (i) of sub regulation (2) of regulation 46 and Para C D & E ofschedule V of SEBI (LODR) Regulations 2015 are not applicable to the Company. TheCompany has however complied with all the other applicable regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
CONSERVATION OF ENERGY TECHNOLOGY ADOPTION & FOREIGN EXCHANGE EARNING & OUTGO
Since the Company has not been carrying out any type of commercial activity during theyear there is no information relating to the conservation of the energy and TechnologyAdoption. There are no foreign exchange earnings or outgo during the financial year2018-19.
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 annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that proper systems to ensure compliance with the provisions of all applicable lawsand such systems were adequate and operating effectively.
In the absence of adequate profits during the year 2018-19 your directors expresstheir inability to declare any dividend on shares.
During the period under review no amount was transferred in reserves.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business during the year under review.
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 is no order passed by the regulators or courts or tribunals that impact Company'saffairs.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND ITS PERFORMANCE ANDFINANCIAL POSITION INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
The Company does not have any Subsidiary Joint venture or Associate Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The company has complied with applicable provisions under the Sexual Harassment Act2013.
During the year no complaint pertaining to sexual harassment was received by theCompany.
The Company has neither accepted nor renewed any deposits during the Financial Year2018-19 in terms of Chapter V of the Companies Act 2013. Further the Company is nothaving any Unpaid or Unclaimed Deposits at the end of the Financial Year.
The Company has established connectivity with both depositories viz. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL).
The Company has appointed M/s. Alankit Assignments Limited a Category-I SEBIregistered R&T Agent as its Registrar and Share Transfer Agent across physical andelectronic alternative. The members are requested to contact the Registrar directly forany of their requirements.
LIST OF CREDIT RATINGS OBTAINED/REVISION
During the Financial Year 2018-19 no fresh credit rating was obtained by the Companyfor its' Debt Instruments Fixed deposit Programme or any other scheme or proposalinvolving mobilization of funds whether in India or abroad.
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Pursuant to Regulation 39(4) read with Schedule VI of the Listing Regulations theCompany reports that there are no unclaimed shares as on 31st March 2019.
DISCLOSURE OF TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP
As per Schedule V of the LODR Regulations 2015 every listed Company shall disclose thetransactions with any person or entity belonging to the promoter/promoter group whichholds 10% or more shareholding in the listed entity. No such transaction occurred by theCompany with the promoter/promoter group during the financial year 2018-19.
STATUTORY COMPLIANCE STRICTURES AND PENALTIES
The Company has complied with the requirement of the Stock Exchanges SEBI and otherstatutory authority on matters related to capital markets during the last three years. Nostrictures or penalties have been imposed on the Company by these authorities.
Your Directors place on record their gratitude to the Employees ShareholdersCustomers and Suppliers for their support and cooperation during the year under review.
| ||For VELOX INDUSTRIES LIMITED |
|Place: Mumbai ||SANJIV JAIN |
|Date: 12.08.2019 ||CHAIRMAN |