Your Directors hereby present the 37th Annual Report on the business andoperations of the Company and financial results for the year ended 31stMarch 2021.
| || ||(in Rupees) |
|FINANCIAL RESULTS ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
| || || |
|1 INCOME || || |
|I. Revenue from Operations || || |
|a. Sale of Products ||10920737 ||32994643 |
|b. Other Income ||17853030 ||283633 |
|Total Income ||28773767 ||33278276 |
| || || |
|2. EXPENSES || || |
|a. Cost of Material Consumed ||- || |
|b. Purchases of Stock-in-trade ||- ||195341 |
|c. Changes in inventories of finished goods work-in-progress and stock-in-trade ||- ||28894692 |
|d. Excise Duty || || |
|e. Employee Benefit Expenses ||- ||6846483 |
|f. Finance Costs ||3497826 ||7819587 |
|g. Depreciation / Amortisation and Depletion Expense ||33833616 ||33921322 |
|h. Other Expenses ||34088483 ||17616120 |
|Total Expenses ||71419925 ||95293545 |
|LOSS BEFORE EXCEPTIONAL ITEM AND TAX ||-42646158 ||-62015269 |
|Exceptional Item || || |
|LOSS BEFORE TAX ||-42646158 ||-62015269 |
|DEFERRED TAX || || |
|LOSS FOR THE YEAR ||-42646158 ||-62015269 |
|LOSS FOR THE YEAR ||-42646158 ||-62015269 |
|Loss from Discontinued operations- For Disclosure Purpose ||-1073599 ||-10818984 |
|Other Comprehensive Income || || |
|A (i) Items that will not be reclassified to profit or loss net of tax ||490135 ||-586346 |
|B (i) Items that will be reclassified to profit or loss net of tax ||31238232 ||-75691173 |
|Total Comprehensive Income for the Year (C) ||31728367 ||76277519 |
|Total Comprehensive Income for the period (A+B) || |
|[Comprising Loss and Other Comprehensive Income for period] |
|Earnings Per Equity Share || || |
|Basic and Diluted ||-0.82 ||-1.19 |
Note: Previous years Tigures have been regrouped/ reclassmed wherever necessary.
RESERVES AND DIVIDEND:
During the year no amount has been transferred to reserves since the Company hasincurred losses.
The Directors have not recommended any dividend for the year due to loss in the year.
All manufacturing process except wind mills got closed from 29thSeptember 2018. Hence adverse profitability.
Working capital limit with Company's Bankers is closed from 13th May 2019.
The Company has adequately insured all its movable and immovable assets.
During the year the Company has not accepted any Fixed Deposits from the Public.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTFLOW:
The relevant data pertaining to Conservation of Energy Technology Absorption andForeign Exchange earnings and outgo are given in the Annexure A' forming partof this report as NA since entire factory operations got closed from 29thSept 2018.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not fall under the threshold limit for mandatory CSR activities.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 details areprovided in the Annexure B' which is self-explanatory.
Your Directors further state that during the year under review there were no casesfiled under the Sexual harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. As there are no employees crossing threshold limit no InternalCommittee under this Act is informed.
The Board consists of five directors of whom three are independent directors. Duringthe year the Board of Directors met 6 times.
During the year the receipt of resignation of Mr. Bhyrappa as Independent director wasnoted. Also Mr. T.S.Phaniraj stepped down as Independent director due to technicalreasons. The Board acknowledges the contribution of both the directors
Ms. Varshini G. was appointed as Independent Director by the Board with effect from 13thNovember 2020 and the approval for the appointment was made by the shareholders atthe Extra-ordinary General meeting held on 12th February 2021.
During the year Smt. Saroj Datwani retires by rotation and offers herself forreappointment. After the closure of the financial year Mrs. Alakananda K.M. was appointedas Independent Directors by the Board with effect from 30th April 2021. Theapproval for such appointment is being sought at the ensuing Annual General Meeting.
The Independent Directors have given a declaration of independence under section 149(6)of the Companies Act read with SEBI (LODR) .In the opinion of Board Independent Directorsappointed satisfy the attributes and integrity expertise (experience Proficiency test toSR passed)
The Company's policy on appointment of Directors and their remuneration:
The Managing Director Whole time Director and CFO are promoters. For the position ofother non-executive independent director experienced and reputed persons are selectedfrom Independent Directors Data Bank.
The non-executive director namely Shri S.V. Jain has waived his sitting fee. SittingFee paid to Shri T.S. Phaniraj and Ms. Varshini .G has been disclosed in the CorporateGovernance Section.
The Nomination and Remuneration Policy:
No remuneration is paid to Executive Directors. Also No remuneration is paidIndependent Directors except sitting fee.
The NRC policy is provided as Annexure-D
LISTING WITH STOCK EXCHANGES:
The Company continues to be listed on BSE Limited Mumbai.
Shri G.D. Rama Rao Acs. is the Company Secretary and Compliance Officer.
SECRETARIAL AUDIT REPORT AND CERTIFICATE:
As required under section 204 of the Companies Act 2013 read with the rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 SecretarialAudit report from a Practising Company Secretary has been obtained and the same is annexedto this report as Annexure E. The Secretarial Audit report does not contain anyadverse remark qualification or reservation.
Certificate of Corporate Governance. Refer Annexure-F.
The Auditors have not reported any instances of fraud in the Company and it isunmodified report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same.
b) the Directors have 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 as at March 31 2021 and of the LOSS ofthe Company for the year ended on that date.
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the annual accounts on a going concern basis.
e) the Directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The ISIN number of the scrip is: INE204D01022
EXTRACT OF ANNUAL RETURN: ANNEXURE-C of previous year modified as dealt herein below.
Pursuant to section 92(3) of Companies Act 2013.
Company website is: www.venlonenterprises.com
Weblink for draft annual return is:
http://venlonenterprises.com/Files/Comp Report/Form MGT 7 Venlon final.pdf
Weblink for list of shareholders is:
http://venlonenterprises.com/Files/Comp Report/List of Shareholders 29 8 2021.pdf
RELATED PARTY TRANSACTIONS:
The transactions with related parties have been provided in the Form AOC-2 as AnnexureD.
FORMAL ANNUAL EVALUATION OF THE BOARD IN LISTED COMPANY:
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual directors which includes the criteria for performanceevaluation of Executive and non-executive directors.
INTERNAL FINANCIAL CONTROLS COST RECORDS:
Maintenance of Cost records and audit thereon is not mandated by the Government for theCompany's products.
OTHER DISCLOSURES IN THE BOARD REPORT:
Loans and Guarantees and Investments U/S 186: Nil
Material Changes and commitments 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: None
Statement indicating development and implementation of Risk Management Policy:There is no such policy developed
No Subsidiaries /Joint Ventures in the Company: There are no subsidiaries orJoint Ventures of the Company.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operatins in the future.: No such orders.
There are no application made or any proceedings pending under the IBC2016during the year.
There is no one time settlement done by the company. Hence there is nothing toreport under Rule 8(5)(xii)
MANAGEMENT DISCUSSION & ANALYSIS
NA as the factory is closed from 29th September 2018.
Your Directors wish to place on record the valued support and cooperation ofShareholders.
| ||For and on behalf of the Board of Directors |
|Place : Mysuru || |
|Date : 14/08/2021 ||(C.D. Datwani) |
| ||Chairman |