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Vertical Industries Ltd.

BSE: 515099 Sector: Others
NSE: N.A. ISIN Code: INE247Q01015
BSE 00:00 | 06 Dec Vertical Industries Ltd
NSE 05:30 | 01 Jan Vertical Industries Ltd
OPEN 8.10
PREVIOUS CLOSE 8.10
VOLUME 100
52-Week high 8.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.10
Sell Qty 13900.00
OPEN 8.10
CLOSE 8.10
VOLUME 100
52-Week high 8.10
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.10
Sell Qty 13900.00

Vertical Industries Ltd. (VERTICALINDUST) - Director Report

Company director report

Your Directors hereby present the Twenty Seventh Annual Report together with theAudited Accounts of the company for the financial year ended 31st March 2017.

Financial summary or highlights/Performance of the Company:

The financial highlights for the current year in comparison to the previous year are asunder:

(Rupees in Lakhs)
PARTICULARS Current Year Previous Year
(2016-17) (2015-16)
Total Revenue 6.55 4.90
Total Expenditure (before Financial
Charges Depreciation and Taxation) 6.50 5.13
Profit before Financial Charges
Depreciation and Taxation 0.05 -0.23
Less: Depreciation 0.00 0.00
Less: Financial Charges 0.00 0.00
Profit Before Tax 0.05 -0.23
Less: Provision for Tax & Deferred Tax 0.00 0.00
Profit After Tax 0.05 -0.23

COMPANY PERFORMANCE:

During the year company has not undertaken any major commercial operations profit/(loss) after tax stood at Rs. 0.05 lacs.

There is no change in the nature of business during the FY 2016-17

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2016-2017 in viewof the accumulated losses.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company doesn't have any subsidiaries/ associate companies and the Company does nothave any joint ventures.

STATUTORY AUDITORS:

Pursuant to the provisions of Sections 139(2) of the Companies Act 2013 theshareholders in their meeting held on 31st December 2014 approved theappointment of M/s. P.S. Nagaraju & Co Chartered

Accountants Hyderabad (ICAI Firm Registration No 0114477S) as the Statutory Auditorsof the Company to hold office till the conclusion of 29th Annual GeneralMeeting subject to ratification of shareholders in every Annual General Meeting.Accordingly a resolution seeking Members' ratification on appointment of M/s. P.S.Nagaraju & Co Chartered Accountants Hyderabad as the Statutory Auditors of theCompany for the financial year 2017-18 is included in Item No.3 of the Notice conveningthe Annual General Meeting.

INTERNAL AUDITORS:

The operations of the company are almost insignificant. The company is also goingthrough severe financial crisis. In view of the same the company has not appointed anyoutside agency to carry out Internal Audit.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P.S. Rao & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure III" tothis report.

REPLY TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

i) Company has not appointed CFO and Company Secretary as required under section 203 ofCompanies Act 2013 and Regulation 6 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015:

With negligible operations becoming difficult for the Company to attract suitable CFOand Company Secretary.

ii) The Company is irregular in filing various forms required to be filed underprovisions of Companies Act 2013

Due to constant changes in officers looking after the secretarial matters there havebeen instances of delay in filing of forms.

iii) Non Appointment of Internal Auditor as required under section 138 of CompaniesAct 2013

The operations of the Company are negligible and company is facing financial crunchthus becoming difficult to appoint internal auditor.

DIRECTORS :

In accordance with the provisions of Section 152 of the Companies Act 2013 Smt. S.NLakshmi Directorof the Company retires by rotation and being eligible has offeredherself for re-appointment.

The details of various committees of the Board are given as Annexure - V andforms part of this report.

MEETINGS OF BOARD OF DIRECTORS

During the Financial year ended 31st March 2017 Board of Directors met (5)Four times and gap between two Board meetings did not exceed 120 days.

28.05.2016 11.08.2016 14.11.2016 06.12.2016 14.02.2017

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:

During the Financial year under review there were no changes in the Board of Directorsof the Company.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of thecompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

(i) that in the preparation of Annual Accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any there from;

(ii) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period:

(iii) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities

(iv) that the directors have prepared the annual accounts on a going concern basis.

(v) The Directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial Controls are adequate and were operatingefficiently.

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and Operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in the sectionPolices of the Company -"Annexure -VI'' and also posted on the website of theCompany http://verticalindustries.in/

RISK MANAGEMENT

The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties as specified in section188 (1) of the Act during the financial year 2016-17.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as "Annexure - I'' and formspart of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - II" to this report.

CORPORATE GOVERNANCE:

As per Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations2015 Provisions of Corporate Governance are not applicable toyour Company.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as 'Annexure VII' to thisreport.

LISTING:

Your Company's shares are presently listed on The B S E Limited Mumbai and the listingfees for F.Y 2016-17 is paid.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Securities and ExchangeBoardof India (Listing Obligations And Disclosure Requirements) Regulations 2015 the Boardhas carried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman & Managing Director of the Board who were evaluated onparameters such as level of engagement and contribution independence of judgmentssafeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman & Managing Director and the NonIndependent Directors was carried out by the Independent Directors who also reviewed theperformance of the Secretarial Department. The Directors expressed their satisfaction withthe evaluation process.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired are used economically

PARTICULARS OF EMPLOYEES:

Details pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as "Annexure - IV" to this report.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY:

The Company does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

"The Company has in place an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the financial year 2016-17:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from regulatory governmentauthorities staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD
For Vertical Industries Limited
Sd/-
P. Janadhan Reddy
Chairman & Managing Director
Place: Hyderabad
Date: 22.08.2017

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