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Victoria Mills Ltd.

BSE: 503349 Sector: Infrastructure
NSE: N.A. ISIN Code: INE203D01016
BSE 00:00 | 18 Feb 1850.00 -102.00
(-5.23%)
OPEN

1778.05

HIGH

1850.00

LOW

1778.00

NSE 05:30 | 01 Jan Victoria Mills Ltd
OPEN 1778.05
PREVIOUS CLOSE 1952.00
VOLUME 7
52-Week high 2740.00
52-Week low 1760.40
P/E 12.52
Mkt Cap.(Rs cr) 18
Buy Price 1831.00
Buy Qty 2.00
Sell Price 1900.00
Sell Qty 1.00
OPEN 1778.05
CLOSE 1952.00
VOLUME 7
52-Week high 2740.00
52-Week low 1760.40
P/E 12.52
Mkt Cap.(Rs cr) 18
Buy Price 1831.00
Buy Qty 2.00
Sell Price 1900.00
Sell Qty 1.00

Victoria Mills Ltd. (VICTORIAMILLS) - Director Report

Company director report

2018-19

Dear Shareholders

Your Directors present their 106th Annual Report on the working of theCompany with audited Statement of Accounts for the year ended March 312019 and the reportof the auditors thereon.

1. FINANCIAL RESULTS:

Particular 2018-2019 2017-2018
(Amount In Rs.) (Amount In Rs.)
Income from Operation 190000000 87500000
Other Income 9141704 13021673
Total Income 199141704 100521673
Net Profit Before Depreciation and Tax 33987538 14557940
Depreciation 440542 232652
Net Profit Before Tax 33546996 14325288
Provision for Income Tax 7550000 3613892
Deferred Tax 127468 -
Net Profit after Tax 25869528 10711396

2. OPERATIONAL REVIEW:

Profit before depreciation and taxation was Rs. 33987538/- against Rs. 14557940/-in the previous year. After providing for depreciation and taxation of Rs. 440542 andRs. 232652/- respectively the net profit of the Company for the year under review wasplaced at Rs. 25869528/- against Rs. 10711396/- in the previous year.

3. SHARE CAPITAL:

The paid up Equity Share Capital of the Company is Rs. 98.56 Lacs. During the yearunder review the Company has neither issued any shares with differential voting rightsnor granted any Stock Option nor any Sweat Equity Shares.

4. DIVIDEND:

Your Directors have pleasure in recommending for approval of the members at the AnnualGeneral Meeting a dividend of 50% (at par with previous year). The Dividend of 50% ifapproved at the forth coming Annual General Meeting will result in the out flow of Rs.4928000/- to the Company in addition to Rs. 1003225 /- by way of dividend distributiontax.

5. FINANCE:

Cash and cash equivalent as at March 31 2019 was Rs.15510585/- The Companycontinues to focus on adjusting management of its working capital receivable purchasesand other working capital parameters were kept under strict check through continuousmonitoring.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section-73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the Company has neither granted any Loan or nor has givenany guarantee.

However the Company had granted loan to its wholly owned subsidiary i.e. Victoria LandPrivate Limited for an amount not exceeding Rs.12 crores from time to time and on suchterms and conditions including the terms of repayment as initially agreed from time totime vide its Board Resolution dated August 13 2014. As on March 312019 the outstandingloan is Rs. 54 lakhs.

The details of the investments made by the Company is given in the notes to thefinancial statements.

8. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review your Company transferred the unpaid/ unclaimed dividendamount to the Investor Education and Protection Fund in compliance with the provisions ofSections 124 and 125 of the Companies Act 2013. In compliance with these provisions readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 your Company also transferred 1875 shares to the Demat Account of theIEPF Authority in respect of which dividend had remained unpaid/unclaimed for aconsecutive period of 7 years.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has complied with the requirements of having Key Managerial Personnel asper the provisions of Section 203 of the Companies Act 2013.

All the Independent Directors of your Company have given their declarations that theymeet the criteria of Independence as laid down under Section 149(6) of the Act and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Mrs. Mamta Mangaldas (DIN: 00021078) Director of the Company is liable to retire byrotation and being eligible offers herself for re-appointment. Board recommends herreappointment to the shareholders at the ensuing AGM.

11. BOARD EVALUATION:

During the year pursuant to applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board had adopteda formal mechanism for evaluating its own performance and as well as that of itsCommittees and individual Directors including the Chairperson of the Board.

12. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for the selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration. This policy along with the criteria fordetermining the qualification positive attributes and independence of a director isavailable on the website of the Company viz. www. victoriamills.in

13. MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year under review Four (4) Board Meetings Four (4) Audit Committeemeetings Four (4) Stakeholders Relationship Committee meetings were held and the gapbetween two consecutive Board Meetings and Committee Meetings was within the limitsprescribed by the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:-

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

II. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

III. 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. 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 operatingeffectively.

VI. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

15. STATUTORY AUDITORS AND AUDIT REPORTS:

M/s. Vasani & Thakkar Chartered Accountants Mumbai (Firm's Registration No.111296W) was appointed as the Statutory Auditors of the Company at its 104th AnnualGeneral Meeting from the conclusion of the said meeting until the conclusion of the 109thAnnual General Meeting.

The reports of the Statutory Auditors Vasani & Thakkar Chartered Accountants onthe standalone and consolidated financial statements of the Company for the year 2019 formpart of this Annual Report. The statutory auditors have submitted a unmodified opinion onthe audit of financial statements for the year 2019 and there is no qualificationreservation adverse remark or disclaimer given by the Auditors in their Report.

16. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT:

Pursuant to 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. Nilesh Shah and Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure-A".

17. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report together with the Certificate received from thePractising Company Secretary of the Company regarding compliance with the requirements ofCorporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 form an integral part of this AnnualReport and is annexed herewith as "Annexure-B".

18. MANAGEMENT DISCUSSION ANALYSIS:

The detailed Management Discussion Analysis Report is annexed herewith as "Annexure-C".

19. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company has been placed on the website of theCompany and can be accessed at http:// www.victoriamills.in/ .

20. PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to Section 197 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is Annexed here as "Annexure-D" andwill also be provided upon request in terms of Section 136 of the Act. The reports andaccounts are being sent to the members and other entitles thereto. If any member isinterested in inspecting the same such member may write to the Company Secretary inadvance.

Further the Company does not have any employee whose remuneration exceeds the limitsprescribed in rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

21. RELATED PARTY TRANSACTIONS:

The Related Party Transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. There are no materiallysignificant Related Party Transactions entered into by your Company with the PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

The Company has framed a policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions. The details of Related PartyTransactions entered by the Company are given in "Annexure-E" attached tothis Report.

22. SUBSIDIARY Company:

The Company has one wholly owned subsidiary Company i.e. Victoria Land Private Limited.

Disclosure pursuant to sub section (3) of section 129 read with Rules 5 of Companies(Accounts) Rules 2014 is annexed to the Financial Statement.

23. FOREIGN EXCHANGE EARNING AND OUT-GO:

During the year under review foreign exchange earnings and outgoings flow were asunder-

FOREIGN EXCHANGE EARNING AND OUT GO Current Year 2018-2019 Previous Year 2017-2018
1 Earning in Foreign Exchange Nil Nil
2 Outgoing in Foreign Exchange (Travelling) Nil Nil

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a "Policy on Whistle Blower and Vigil Mechanism" to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion the Company iscommitted to the high standards of Corporate Governance and stakeholder responsibility.

25. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required by the Company (Disclosure of particulars in the Report of the Board ofDirectors) Rules 1988 the relevant data pertaining to conservation of energy andtechnology absorption are given in the prescribed form as "Annexure-F" tothis report.

As there was no manufacturing activity during the year the information on conservationof energy and technology absorption is not applicable to your Company.

26. PREVENTION OF INSIDER TRADING:

Your Company has adopted the "Code of Conduct on Prohibition of InsiderTrading" and "Code of Conduct for Directors and Senior ManagementPersonnel" for regulating the dissemination of Unpublished Price SensitiveInformation and trading in securities by Insiders.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the "Policy on Prevention of Sexual Harassment at theWorkplace" in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Company has constitutedInternal Complaints Committee (ICC) to redress the complaints received regarding sexualharassment. During the year under review no complaints were received by the Committee forRedressal.

28. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by any Regulators or Courts orTribunals during the year ended March 31 2019 impacting the going concern status andCompany's operations in future.

29. ACKNOWLDGEMENT:

Your Company and its Directors wish to extend their sincere thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

On behalf of the Board of Directors
Rashmikant Shah
Place: Mumbai Chairman
Date: May 02 2019 (DIN: 07111006)