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Victoria Enterprises Ltd.

BSE: 506103 Sector: Infrastructure
NSE: N.A. ISIN Code: INE082E01012
BSE 05:30 | 01 Jan Victoria Enterprises Ltd
NSE 05:30 | 01 Jan Victoria Enterprises Ltd

Victoria Enterprises Ltd. (VICTORIAENTERPR) - Director Report

Company director report

To

The Members

VICTORIA ENTERPRISES LIMITED

Your Directors take pleasure in presenting the Thirty-Ninth Annual Reporton the business and operations of your Company together with the Audited FinancialStatement for the financial year ended March 31 2021.

1. Financial Summary or Highlights:

The financial highlights of the Company are as follows:

Particulars Current Year Previous Year
2020-21 2020-21
Total Income 313318 55285655
Total Expenditure (excluding 1503671 51845153
Depreciation)
Profit/Loss for the year before providing Depreciation (1190352) 3440502
Less: Depreciation 3221251 2830868
Profit/Loss before Tax (4411603) 609634
Less: Provision for Taxation
Current Year - 126000
Deferred Tax (1080382) 465675
Profit after Tax (3331221) 17959
Add: Other Comprehensive Income -
Total Comprehensive Income (3331221) 17959

2. Financial Performance Operations and State of the Company's affairs:

During the year under review Profit before tax for the year was Rs. - 44 11603 asagainst profit of Rs. 6 09634 in the previous year registering a big downfall.

Total Revenue from continuing operations was Rs. 3 13318 for the year ended March 312021 as against Rs. 5 52 85655 achieved during the previous year. Profit after tax fromcontinuing operations for the year ended March 31 2021 was to Rs. - 33 31221 asagainst profit after tax of Rs. 17959 during the previous year.

The financial performance is discussed in detail in the Management Discussion andAnalysis Report which forms part of the Annual Report.

3. Change in the nature of business if any:

The Company is engaged in the business of real estate development. The Company is alsoin the process to acquire some more real estate development projects in Mumbai and alsooutside Mumbai. The Company is concentrating in development of both commercial as well asresidential projects. There was no change in nature of business activity during the year.

4. Dividend:

Owing to continuous losses in the past few years your directors regret their inabilityto recommend any dividend for the year under review.

5. Reserves:

The Board did not propose to transfer any amount to Reserves during the financial year2020-21.

6. Details of the Companies which have become or ceased to be its SubsidiariesJoint Ventures or Associate Companies during the year:

During the year under Report the Company did not have any Subsidiaries Joint Venturesor Associate Companies.

7. Directors and Key Managerial Personnel:

As on the date of this Report your Company has 4 (Four) Directors consisting of 2(Two) Independent Directors including one Woman Director 1 (One) Executive Director and1(One) Whole Time Director.

In pursuance of the provisions of Section 152(6) of the Companies Act2013("Act") and

Articles of Association of the Company Mr. Krishna Kumar Pittie: (DIN: 00023052)retires by rotation from the Board in the ensuing Annual General Meeting (‘AGM') andbeing eligible for re-appointment has offered himself for reappointment. The Board ofDirectors recommends his re-appointment to the Members of the Company.

The details of Directors or Key Managerial Personnel who were appointed or haveresigned during the year are as follows:

a. Ms. Heema Kalpeshkumar Shah (Membership No.: A52919) resigned as the Company

Secretary & Compliance Officer of the Company w.e.f. February 10 2021. b. Mr.Ayush Abhay Dolani (Membership No.: A64762) was appointed as the Company

Secretary and Compliance Officer of the Company w.e.f. March 11 2021.

Brief resume and other details of the Director proposed to be re-appointed asstipulated under the Listing Regulations and Secretarial Standard-2 has been furnishedseparately in the Notice convening the AGM read with the Annexure thereto forming part ofthis Report.

Following persons are designated as Key Managerial Personnel (KMP):

? Mr. Ayush Dolani Company Secretary and Compliance Officer. ? Ms. Sayali Kadam ChiefFinancial Officer

8. Number of meetings of the Board of Directors:

The Board of Directors met 6 (Six) times during the financial year 2020-21. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013.

Attendance at the Board meetings:

Name of Director 31.07.2020 02.09.2020 15.09.2020 11.11.2020 13.02.2021 11.03.2021
Mr. Krishna Kumar Pittie Y Y Y Y Y Y
Ms. Bharti Mishal Y Y Y Y Y Y
Mr. Satish Sharma Y Y Y Y Y Y
Ms. Meena Panchal Y Y Y Y Y N
Mr. Dilip Kumar Pandey Y Y Y Y Y N

9. Board Evaluation:

The Board of Directors is committed to continued improvement in its effectiveness.Accordingly formal evaluation of Board's it's Committee and Directors performance iscarried out annually. This was designed to ensure amongst other things that the Boardits Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act a statement indicating the manner in which formalannual evaluation was made by the Board of their performance and that of its Committeesand individual Directors has to be furnished to the Members as part of the Board'sReport.

As per provisions of Section 178(2) of the Act Nomination and Remuneration Committeeshall specify the manner for effective evaluation of performance of Board its Committeesand individual Directors to be carried out. Further the Independent Directors as part oftheir mandate under Schedule IV of the Act need to make an evaluation of performance ofthe Board its Committee and constituents of the Board apart from their self-evaluation.Under this process a structured questionnaire was prepared after taking intoconsideration inputs received from the Directors setting out parameters of evaluation;the questionnaire for evaluation are to be filled in consolidated and discussed with theChairman. The evaluation by the Independent Directors has been undertaken at their meetingheld on November 11 2020. The Board of Directors undertook evaluation of IndependentDirectors at their meeting held on February 13 2021 and placed on its record that theIndependent Directors have the requisite qualification expertise and track record forperforming their duties as envisaged under the Law and they add value in the decisionmaking process of the Board.

The criteria for evaluation of performance of Directors the Board as a whole and theBoard's

Committee as specified by Nomination and Remuneration Committee are summarized in thetable given below:

Evaluation of Evaluation by Criteria
Non-Independent Director (Executive) Independent Directors Transparency Leadership (business and people) Governance and Communication
Non-Independent Director (Non-Executive) Independent Directors Preparedness Participation Value addition Governance and Communication
Independent Director All other Board Members Preparedness Participation Value addition Governance and Communication
Chairman Independent Directors Meeting dynamics Leadership (business and people) Governance and Communication
Committees Board Members Composition Process and Dynamics
Board as a whole Independent Directors Composition Process and Dynamics

10. Board Familiarization Program:

At the time of appointment of Independent Director through the induction processhe/she is familiarized with the Company the Director's roles rights and responsibilitiesin the

Company nature of the industry in which the Company operates business model of theCompany etc. Detailed presentations are made before the Board Members at the BoardMeetings covering various areas including business strategy financial performance andforecast compliances/regulatory updates audit reports risk assessment and mitigationindustry roles rights responsibilities of Independent Directors etc. TheFamiliarization Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. All Independent Directors attended the orientation and familiarizationprograms held during the financial year 2020-21.

The details of training and familiarization programs are available on our website athttps://victoriaenterprises.co.in/

11. Policy on the Directors' appointment and remuneration:

The Company's Policy on the Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of Directors and othermatters as provided under section 178 of the Act is annexed to this Report as AnnexureA to this Report.

12. Details of Committees of the Board:

Currently the Board has 2 Committees; the Audit Committee and Nomination andRemuneration Committee. The composition of various committees and compliances as per theapplicable provisions of the Companies Act 2013 along with the Rules made there underbrief details of various Committees are provided as follows:

(i) Audit Committee:

The Audit Committee consisted of the following members as on 31st March2021:

Name Designation Category
Mr. Satish Sharma (DIN: 01603829) Chairman Independent Director
Ms. Meena Panchal (DIN: 02902461) Member Independent Director
Mr. Dilip Kumar Pandey (DIN: 01961390) Member Independent Director
Mr. Krishna Kumar Pittie (DIN: 00023052) Member Chairman Executive Director

During the year the Committee met 4 (Four) times. The details of the number ofmeetings and attendance at the meeting are given below:

Name of Director 31.07.2020 2.09.2020 15.09.2020 11.11.2020 13.02.2021
Mr. Satish Sharma Y Y Y Y Y
Mr. Krishna Kumar Pittie Y Y Y Y Y
Ms. Meena Panchal Y Y Y Y Y
Mr. Dilip Kumar Pandey Y Y Y Y Y

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consisted of the following members as on 31stMarch 2021:

Name Designation Category
Mr. Satish Sharma (DIN: 01603829) Chairman Independent Director
Ms. Meena Panchal (DIN: 02902461) Member Independent Director
Mr. Dilip Kumar Pandey (DIN: 01961390) Member Independent Director
Mr. Krishna Kumar Pittie (DIN: 00023052) Member Chairman Executive Director

During the year 1 (One) Nomination and Remuneration Committee Meeting was held. Thedetails of the attendance at the meeting are given below:

Name of Director 11.03.2021
Mr. Satish Sharma Y
Ms. Meena Panchal Y
Mr. Krishna Kumar Pittie Y
Mr. Dilip Kumar Pandey Y

The appointment of the Directors and the Key Managerial Personnel is recommended to theBoard by the Committee. The Company has framed a policy to determine the qualification andattributes for appointment and basis of determination of remuneration of all theDirectors Key Managerial Personnel and other employees.

(iii) Corporate Social Responsibility Committee (CSR Committee):

During the year under review the Company did not fall within the purview of Section135 of the Companies Act 2013 and it was not mandatory for the Company to constitutecommittee on Corporate Social Responsibility or incur any expenditure towards CorporateSocial Responsibility. Hence the Company has not constituted the Corporate SocialResponsibility Committee.

13. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy'/‘Vigil Mechanism' in place. Theobjective of the

Vigil Mechanism is to provide the employees Directors customers contractors andother stakeholders of the Company an impartial and fair avenue to raise concerns and seektheir redressal in line with the Company's commitment to the highest possible standardsof ethical moral and legal business conduct and fair dealings with all its stakeholdersand constituents and its commitment to open communication channels. The Company is alsocommitted to provide requisite safeguards for the protection of the persons who raise suchconcerns from reprisals or victimization for whistle blowing in good faith. The Board ofDirectors affirms and confirms that no personnel have been denied access to the AuditCommittee. The Policy contains the provision for direct access to the Chairman of theAudit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Company's website at:https://victoriaenterprises.co.in/

14. Audit Report:

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under section 133 of the Act. The Company hasreceived an unmodified opinion in the Auditors' Report for the financial year 2020-21.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. DharmeshBohra & Associates Practicing Company Secretaries (Ms. Shruti Somani C.P. No.:22487 Membership No.: A49773) to undertake the Secretarial Audit of the Company for thefinancial year 2020-21 and issue Secretarial Audit Report. Secretarial Audit Report issuedby the secretarial auditors for the financial year 2020-21 in Form MR-3 forms part of thisreport and annexed hereto as Annexure B.

The Secretarial Auditor has qualified the Secretarial Audit Report dated August 142021. The observations of the Secretarial Auditors and the reply of the Management for thesame are as under:

Sr. Secretarial Auditors' Observation Reply from the Management
1. The Company had not appointed Whole-time Company Secretary for a term starting from 10th February 2021 to 11th March 2021 as Mrs. Heema Shah had resigned from the Post of Company Secretary from the Company. However the Company appointed Whole-time Company Secretary w.e.f. 11th March 2021. Accordingly the Company complied with the provisions of section 203 of Companies Act 2013 with respect to appointment of CS w.e.f.11th March 2021. The Company had received Resignation of Mrs. Heema Shah as a Company Secretary of the Company on 10th February 2021. Later Company had appointed Company Secretary on 11th March 2021 with the Approval of the Board.

15. Auditors:

a) Statutory Auditors:

On the recommendation of the Audit Committee and the Board the Members in theirThirty-Seventh AGM has appointed Messrs. Taori Sandeep & Associates CharteredAccountants (Firm Regn. No. 007474C) as the Statutory Auditors of the Company for a periodof five consecutive financial years from the conclusion of the Thirty-Seventh AGM of theCompany till the conclusion of the Forty-Second AGM to be held for the financial year2023-24.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board in their meeting held onSeptember 2 2020 had appointed M/s. Dharmesh Bohra & Associates Practicing CompanySecretaries (Ms. Shruti Somani C.P. No.: 22487 Membership No.: A49773) to undertake theSecretarial Audit of the Company for the financial year 2020-21 and issue SecretarialAudit Report as required under the Act.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies(Accounts) Rules 2014 and on the basis of the recommendation of Audit Committee theBoard of Directors in their meeting held on September 2 2020 had appointed M/s.Maheshchandra & Associates Chartered Accountants (FRN: 112334W) as the InternalAuditors of the Company for the financial year 2020-21.

16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and

Outgo:

The information as per Section 134(3)(m) of the Act read with the Companies (Accounts)Rules 2014 with respect to Conservation of Energy Technology Absorption & ForeignExchange Earnings and Outgo are given in Annexure C to this Report.

17. Managerial Remuneration and Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are appended as Annexure D to this Report.

18. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ofthe Company as on March 31 2021 is available on the website of the Company athttps://victoriaenterprises.co.in/.

19. Share Capital & Listing of Securities:

During the financial year under review the Company has not issued:

? any equity shares with differential rights as to dividend voting or otherwise;

? any equity shares (including sweat equity shares) to employees of the Company underany scheme; and ? any sweat equity shares.

The Company's equity shares are listed on BSE Ltd. (BSE). The stock code of the Companyat

BSE is 506103.

20. CEO/CFO Certification on Financial Statements.

The CEO and CFO have certified to the board with regard to the financial statements andother matters as required by the SEBI Listing Regulations. The certificate is appended asan Annexure to this report.

They have also provided quarterly certificates on financial results while placing thesame before the Board pursuant to Regulation 33 of the SEBI Listing Regulations.

21. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated under regulation 34 of the Listing Regulations is set out in a separate sectionforming part of this Report.

22. Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosures Requirements) Regulations 2015 the provisions of Corporate Governanceare not applicable to your Company. Thus the Company is not required to annex a Report onCorporate Governance.

23. Directors' Responsibility Statement:

As stipulated under section 134(3) (c) read with Section 134(5) of the Act yourDirectors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 312021 the applicable accounting standards have been followed and that there are nomaterial departures from the same;

b) they 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 ended on March 312021 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively during the financial year endedMarch 31 2021; and

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively during thefinancial year ended March 31 2021.

24. Particulars of Contracts and arrangements with related parties:

During the financial year under review the Company has not entered into anycontracts/arrangements/transactions with related parties which could be consideredmaterial in accordance with the Company's Policy on materiality of related partytransactions.

All contracts/arrangements/transactions entered into by the Company during thefinancial year under review with related parties were in the ordinary course of businessand on an arm's length basis but not material in nature. Accordingly the disclosure ofrelated party transactions to be provided under section 134(3)(h) of the Act in Form AOC 2is not applicable.

The details of transactions entered into with related parties as per AccountingStandards are disclosed in the Note No. 27 of the Financial Statement.

The Company's Policy on Materiality of related party transactions and dealing withrelated party transactions is available on the Company's website at:https://victoriaenterprises.co.in/

25. Particulars of loans given investments made guarantees given and securitiesprovided:

There were no investments guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review. The particulars of loans are containedin Note 3 & 7 forming part of audited statement of accounts.

26. Risk Management:

The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining a Company's capacity to create sustainable value isthe risks that the Company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a Company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processfocuses on ensuring that these risks are identified on a timely basis and addressed.

The Audit Committee oversees enterprise risk management framework to ensure executionof decided strategies with focus on action and monitoring risks arising out of unintendedconsequences of decisions or actions and related to performance operations complianceincidents processes systems and transactions are managed appropriately. The Companybelieves that the overall risk exposure of present and future risks remains within riskcapacity.

27. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control systems including internal financialcontrols are commensurate with the nature of its business and the size and complexity ofits operations and the same are adequate and operating effectively. These systems areperiodically tested and no reportable material weakness in the design or operation wasobserved. The Audit

Committee reviews adequacy and effectiveness of the Company's internal control systemincluding internal financial controls.

28. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the aforesaid Act including constitution of the Internal ComplaintsCommittee. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary and trainees) arecovered under this Policy. The Policy is gender neutral. We are pleased to inform you thatno complaints pertaining to sexual harassment were received during the Financial Year2020-21.

29. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India and notified by the Central Government.

30. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit)Rules 2014 the maintenance of cost records is not mandated for the products manufacturedby the Company.

31. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no events/instances/transactions occurred on these itemsduring the year under review:

a) 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; b) Details relating todeposits covered under Chapter V of the Act; c) Voting rights which are not directlyexercised by the employees in respect of shares for the subscription/purchase of whichloan was given by the Company (as there is no scheme pursuant to which such persons canbeneficially hold shares as envisaged under section 67(3)(c) of the Act); d) Significantor material orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future; and e) Details in respect offrauds reported by the Auditors under section 143(12) other than those which arereportable to the Central Government as there were no such frauds reported by theAuditors.

32. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitudethe support and co-operation extended by the Government Authorities Bankers Customers

Employees and Members during the year under review and look forward to their continuedsupport.

For Victoria Enterprises Limited
Sd/-
Krishna Kumar Pittie
Chairman
DIN: 00023052
Date: August 14 2021
Place: Mumbai

.