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Velox Industries Ltd.

BSE: 506178 Sector: Others
NSE: N.A. ISIN Code: INE092P01017
BSE 00:00 | 01 Aug Velox Industries Ltd
NSE 05:30 | 01 Jan Velox Industries Ltd
OPEN 12.74
PREVIOUS CLOSE 12.74
VOLUME 5000
52-Week high 12.74
52-Week low 11.02
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.74
CLOSE 12.74
VOLUME 5000
52-Week high 12.74
52-Week low 11.02
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Velox Industries Ltd. (VELOXINDUSTRIES) - Director Report

Company director report

To

The Members

Velox Industries Limited

Your Directors are delighted to present the 38th Annual Report on Company'sBusiness Operations along with the Audited Financial Statements for the financial yearended 31st March 2021.

FINANCIAL SUMMARY

The Standalone Financial Resul ts of the Company for the year ended 31stMarch 2021 are as follows:

(Amount in Rs.)
Particulars: Financial Year Ended 31st March 2021 Financial Year Ended 31st March 2020
Income from operations - -
Other Income - -
Less : Expenses 525210 667120
Net Profit (+)/Loss (-) (525210) (667120)

OPERATIONS

During the financial year 2020-21 the Company has suffered a losses of Rs. 525210against losses of Rs. 667120 during previous financial year 2019-20.

During the financial year 2020-21 the Company has not conducted any major businessactivity.

STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the Company is presented as part of the Management Discussion& Analysis Report in a separate section forming part of this report as required underthe SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

DIVIDEND

In the absence of adequate profits during the financial year 2020-21 the Board doesnot recommend any Dividend for the financial year 2020-21.

RESERVES

During the year the company has not transferred any amount to reserves.

CASH FLOW STATEMENT

The Statement of cash flows for the year ended 31s* March 2021 as preparedin accordance with Ind AS 7 'Statement of cash flows' is attached and forms part of thefinancial statements of the Company.

COMPOSITION OF BOARD OF DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act 2013 Sh. Sanjiv Jain(DIN No. 02011909) Non-Executive Director will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for reappointment. The Board recommendhis appointment.

During the financial year 2020-21 Mr. Sahil Verma Independent Director of Companyceased to be director w.e.f 15.12.2020. In order to strengthen the Board Mechanism and tofill the vacancy caused by the cessation of Mr. Sahil Verma the Board of Directors of theCompany had appointed Mr. Prabhat Khurana as an Additional Director in the category ofNon-Executive Independent Director of the Company subject to approval of the shareholdersin the ensuing Annual General Meeting for a period of 5 consecutive years w.e.f.15.12.2020.

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 arid the Companies Act 2013 ('the Act'). Now at present theBoard of the Company Consists of Sh. Vijav Kumar Bhutna-Managing Director Sh. SanjivJain- Chairman and Non Executive Director Sh. Prabhat Khurana- Independent Director andMs. Rashi Dewan- Independent Women Director.

None of the directors of the Company are debarred from holding the office of Directorby virtue of any SEBI order or order by any other competent authority.

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and the ListingRegulations. Further in the opinion of the Board the independent Directors also possessthe attributes of integrity expertise and experience as required to be disclosed underRule 8 (5) (iiia) of the Companies (Accounts) Rules 2014. The Company has also receivedfrom them declaration of compliance of Rule 6(1) & (2) that they have registeredthemselves with databank of Independent Directors as maintained by Indian Institute ofCorporate Affairs.

Details and brief resume of the Directors seeking reappointment/appointments requiredby Regulation 26 (4) and 36 (3) of the Securities and Exchange Board of India (Listing(Obligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') and asrequired under Secretarial

Standards - 2 on General Meetings issued by "The Institute of Company Secretariesof India" are furnished in the Notice convening the Annual General Meeting formingpart of the Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS

Mr.'Prabhat Khurana and Ms. Rashi Dewan who are independent directors have submitteddeclaration that each of them meets the criteria of independence as provided in Section149(6) of the Companies Act 2013 and SEBI (LODR) Regulations and there has been no changein the circumstances which may affect their status as independent directors during theyear.

KEY MANAGERIAL PERSONNELS

During the Financial year 2020-21 there is no change in Composition of Key ManagerialPersonnal.The details of Key Managerial Personnels (KMPs) of the Company in accordancewith the provisions of Sections 2(51) and Section 203 of the Companies Act 2013 read withrules framed thereunder are as follows:

S.No. Name of KMPs Designation
1. Mr. Vijay Kumar Bhutna Managing Director
2. Mr. Laiit Goyal Chief Financial Officer
3. Mr. Manan Khadria* Company Secretary

* (Resigned w.e.f. 31.07.2021]

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.

MEETINGS OF BOARD

The Board meetings of your company are planned in advance in consultation with theBoard Members. During the year the Board met Five times on 25.06.2020 25.05.202011.11.2020 15.12.2020 and 11.02.2021. The intervening gap between any two meetings waswithin the period prescribed by the Companies Act 2013.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid up equity share capital of the Company as on 31st March 2021 wasRs. 34.90 Lakhs consisting of total .-149000 equity shares of Rs. 10/- each. During theyear under review there was no Change in Capital Structure and Listing of Slaares.

STATUTORY AUDITORS

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 2020-21 is self-explanatory anddoes not require any explanation from the Board.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora Practicing Company Secretary was appointed as Secretarial Auditor ofthe Company for the financial year 2020-21 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 made observation regarding Dematerialization of Shares asper requirement of Companies Act and reply to the same is as under:

- The Company has approached its members a number of times to get their shareholding indemat form. Upon which many shareholders have got their Physical shares converted in Dematmode.

INTERNAL AUDITORS

The Internal Audit Department headed 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.

COST AUDIT

During the Financial year 2020-21 Provisions related to cost Audit were not applicableon the Company

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO CENTRAL GOVERNMENT

The Statutory Auditors and the Secretarial Auditors of the Company have not reportedany fraud to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended on 31st March 2021 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.

ANNUAL RETURN

A copy of the Annua! Return: of the Company containing the particulars prescribed u/s92 of the Companies Act 2013 in Form MGT-7 as they stood on the close of the financialyear i.e. 31st March 2021 is uploaded on the website of the Company at web link :http://veloxindustrigsltd.in/investor-reiations/annuahreturns/

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

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.

AUDIT COMMITTEE

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 Board of Directors has also framed a policy which lays down a framework in relationto remuneration of Directors key managerial personnel and senior management of thecompany. This policy also lays down criteria for selection and appointment of BoardMembers and related matters are put up on the website of the company.

The Nomination and remuneration Policy may be accessed on the Company's website atwww.veloxindustriesltd.in

RISK MANAGEMENT

The provision regarding the establishment of Risk Management Committee is notapplicable to the Company. However Board of Directors time to time in their meetingsdiscuss and evaluate about industry risks political risks and all other risk which mayaffect the business of the company and plans the strategies to mitigate these risks.

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.

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 138 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.

INTERNAL COMPLAINT COMMITTEE

Since the provisions for constitution of internal complaint committee is not applicableon the company the company has not constituted said committee.

During the financial year 2020-21 the company has not received any complaint relatedto sexual harassment and no complaint has been filed with the local complaint committee.

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

During the financial year 2020-21 there was no employee employed in the company whowas in receipt of remuneration for that year exceedingw4ww Rupees One Crore and Two LakhRupees and who employed for the part of the financial year was in receipt of remunerationnot less than Rupees eight lakh and fifty thousand rupees per month.

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 2' 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 OR 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 year2020-21

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 OR TRIBUNALSIMPACTING 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 AND FINANCIALPOSITION INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any Subsidiary Joint venture or Associate Company.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATES DURING THE FINANCIAL YEAR 2019-20

During the financial year 2020-21 no entity has become or ceased to be its subsidiaryjoint venture or associate of the company.

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 2021 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 2021 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.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH 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.

DEPOSITORY SYSTEMS

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. Aiankit Assignments Limited a Category-! 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.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2020-21 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.

LIST OF CREDIT RATINGS OBTA1NED/REVISION

During the Financial Year 2020-21 no fresh credit rating was obtained by the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

UNCLAIMED SHARES

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 2021.

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 2020-21.

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

ACKNOWLEDGEMENT

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
Sd/-
Place: Mumbai SANJIV JAIN
Date: 14.08.2021 CHAIRMAN

.