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Vijay Solvex Ltd.

BSE: 531069 Sector: Industrials
NSE: N.A. ISIN Code: INE362D01010
BSE 00:00 | 22 Oct 2448.65 -84.70
(-3.34%)
OPEN

2550.00

HIGH

2550.00

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2406.70

NSE 05:30 | 01 Jan Vijay Solvex Ltd
OPEN 2550.00
PREVIOUS CLOSE 2533.35
VOLUME 1336
52-Week high 5961.50
52-Week low 457.95
P/E 11.94
Mkt Cap.(Rs cr) 784
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2550.00
CLOSE 2533.35
VOLUME 1336
52-Week high 5961.50
52-Week low 457.95
P/E 11.94
Mkt Cap.(Rs cr) 784
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vijay Solvex Ltd. (VIJAYSOLVEX) - Director Report

Company director report

TO THE MEMBERS OF VIJAY SOLVEX LIMITED

Your Directors have pleased to present the 32nd Annual Report on thebusiness & operations of your Company along with the Audited Financial Statements forthe financial year ended 31st March 2020.

SUMMARIZED FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended 2019-20 Year ended 2018-19 Year ended 2019-20 Year ended 2018-19

Standalone

Consolidated

Revenue from operations 144778.43 122590.28 144778.43 122590.28
Other Income 186.52 179.93 186.52 179.93
Total Income 144964.95 122770.21 144964.95 122770.21
Profit before finance cost depreciation and tax 3741.60 2752.51 3741.60 2752.51
Less: Finance Cost 804.68 672.30 804.68 672.30
Profit before depreciation and tax 2936.92 2080.21 2936.92 2080.21
Less: Depreciation 205.40 158.62 205.40 158.62
Profit before Tax (before share of profit of associates) 2731.52 1921.59 2731.52 1921.59
Add: Share of Profit / (Loss) of associates - - 15.16 0.56
Profit before Tax (after share of profit of associates) - - 2746.68 1922.15
Less: Current Tax 680.00 640.00 680.00 640.00
Less: Deferred Tax (0.57) 25.64 (0.57) 25.64
Less: Excess Tax provision of earlier year

-

(17.18)

-

(17.18)
Profit after Tax 2052.09 1273.13 2067.25 1273.69
Add: Other Comprehensive Income (40.12) 20.45 178.81 (478.58)
Total Comprehensive Income 2011.97 1293.58 2246.06 795.11
Add: Balance brought forward from previous year 12345.31 11051.73 13128.48 12333.37
Less: Transitional Impact of Ind AS 116 2.11 - 2.11 -
Surplus carried to Balance Sheet 14355.17 12345.31 15372.43 13128.48

STATE OF COMPANY'S AFFAIRS

During the period under review on standalone basis your Company has achieved a totalTurnover of Rs. 144778.43 Lakhs as against Rs. 122590.28 Lakhs in the previousfinancial year. The Profit before finance cost depreciation and tax is Rs. 3741.60 LakhsProfit after Tax is Rs. 2052.09 Lakhs and Total Comprehensive Income is Rs. 2011.97 Lakhsas compare to Rs. 2752.51 Lakhs Rs. 1273.13 Lakhs and Rs. 1293.58 Lakhs respectively inthe previous financial year. During the year the turnover and Profit after Tax of theCompany has increased by 18.10% and 61.18% respectively.

Further during the period under review on consolidated basis your Company hasachieved Profit before Tax (after share of profit of associates) of Rs. 2746.68 Lakhs asagainst Rs. 1922.15 Lakhs in the previous financial year. The Profit after Tax is Rs.2067.25 Lakhs and Total Comprehensive Income is Rs. 2246.06 Lakhs as against Rs. 1273.69Lakhs and Rs. 795.11 Lakhs respectively in the previous financial year. During the yearthe Profit before Tax (after share of profit of associates) and Profit after Tax of theCompany has increased by 42.90% and 62.30% respectively.

DIVIDEND

The Company intends to retain internal accrual for funding growth to generate a goodreturn for shareholders both of today and tomorrow. Thus the Board of Directors does notpropose any dividend for the financial year 2019-20.

TRANSFER TO RESERVES

Your Company has not made any transfer to Reserves during the financial year 2019-20.

EXTENSION OF ANNUAL GENERAL MEETING

Due to COVID-19 Pandemic the Company is unable to hold its 32nd AnnualGeneral Meeting within the statutory time period as stipulated under the provisions ofsection 96(1) of the Companies Act 2013 and filed an application before the Registrar ofCompanies Jaipur for extension of time up to three (3) months i.e. up to 30.12.2020 forholding 32nd Annual General Meeting of the Company for the financial year endedMarch 31 2020 and the same has been approved by the Registrar of Companies Jaipur videits Order dated 03.09.2020.

PUBLIC DEPOSITES

During the year under review the Company has neither accepted nor renewed any depositsin terms of Chapter V of the Companies Act 2013 and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of three Independent directors.The Composition of the Committee is as follows:-

Name of Committee Members Date of Appointment Date of Cessation
Shri Giriraj Goyal (Chairman) 29.09.2017 --
Shri Ram Babu Jhalani (Member) 29.09.2017 --
Shri Ramesh Chand Gupta (Ex-Member) 29.09.2017 27.02.2020
Smt. Gayatri Data (Ex-Member) 19.03.2020 05.06.2020
Shri Suresh Chandra Gupta (Member) 05.06.2020 --

During the Financial year 2019-20 Shri Ramesh Chand Gupta Independent Director andMember of the Committee resigned from the directorship of the Company and Smt. GayatriData Non-Executive Director of the Company was appointed as member of the Committee bythe Board of Directors in their meeting held on 19.03.2020. Smt. Gayatri DataNon-Executive Director of the Company placed her unwillingness to continue as member ofthe Committee due to her pre-occupations elsewhere hence the Board of Directors in theirmeeting held on 05.06.2020 appointed Shri Suresh Chandra Gupta Additional Director(Independent) as Member of the Committee w.e.f. 05.06.2020.

During the year the Company has spent Rs. 38.38 Lakhs (more than 2% of the average netprofits of last three financial years) on CSR activities.

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.

The CSR Policy of the Company can be accessed on the Company's website at the link:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/Corporate Social ResponsibiityPolicy.20817522 1.pdf

The key philosophy of all CSR initiatives of the Company is guided by three corecommitments of Scale Impact and Sustainability.

The Company has identified focus areas for CSR engagement details of few such areasare given below:

1) Promoting education including special education.

2) Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation.

3) Promoting gender equality empowering women and setting up old age homes.

4) Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare.

5) Rural development proiects.

6) Promoting rural sports and nationally recognized sports.

The Company would also undertake other need based initiatives in compliance withSchedule VII to the Act. The Annual disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is attached herewith as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and applicable provisions of the CompaniesAct 2013 read with Rules framed thereunder the Consolidated Financial Statements of theCompany for the financial year 2019-20 have been prepared in compliance with applicableAccounting Standards and on the basis of audited financial statements of the Company andaudited/ unaudited financial statements of its associates companies (refer Form AOC-1 asattached to the Consolidated Financial Statements of the Company forming part of thisAnnual Report) as approved by the respective Board of Directors. The ConsolidatedFinancial Statements together with Auditor's Report form part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated underthe various regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 as amended. A report on CorporateGovernance along with certificate on its compliance forms a part of this Annual Report.

DETAILS OF SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTSOF THEIR PERFORMANCE AND THETR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

There is no subsidiary and joint venture of the Company and further there are noCompanies which have become or ceased to be the subsidiary joint venture and associateof the Company during the year.

Detail of associate companies has been specified in form MGT-7 i.e. Annual Return forthe financial year ended March 31 2020 and the same is put up on the website of theCompany at link:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/FORM MGT-7 ANNUAL RETURN FORTHE YEAR 2019- 20.30005443.pdf

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Associate Companies in FormAOC-1 is attached to the Consolidated Financial Statements of the Company forming part ofthis Annual Report. The said form also highlights the financial performance of theAssociate Companies and their contribution to the overall performance of the Companyduring the period under report pursuant to Rule 8(1) of the Companies (Accounts) Rules2014.

PARTICULARS OF LOAN GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

No loan given guarantees given and securities provided during the financial year2019-20.

During the financial year 2019-20 the Company has invested a sum of Rs. 0.83 Lakhs byway of acquiring 1229 equity shares of Liberty Shoes Limited.

NUMBER OF MEETINGS OF BOARD

The Board duly met at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice alongwith agenda and notes on agenda of each Board Meeting was given in writing to eachDirector.

Ten (10) meetings of Board of Directors were held during the year. The interval betweentwo meetings was well within the maximum period mentioned under section 173 of CompaniesAct 2013 and Regulation 17(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. For further details please refer report on CorporateGovernance of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Independent directors. The Composition of theCommittee is as follows:-

Name of Committee Members Date of Appointment Date of Cessation
Shri Giriraj Goyal (Chairman) 29.09.2017 --
Shri Ram Babu Jhalani (Member) 29.09.2017 --
Shri Ramesh Chand Gupta (Ex-Member) 29.09.2017 27.02.2020
Smt. Gayatri Data (Ex-Member) 19.03.2020 05.06.2020
Shri Suresh Chandra Gupta (Member) 05.06.2020 --

During the Financial year 2019-20 Shri Ramesh Chand Gupta Independent Director andMember of the Committee resigned from the directorship of the Company and Smt. GayatriData Non-Executive Director of the Company was appointed as member of the Committee bythe Board of Directors in their meeting held on 19.03.2020. Smt. Gayatri DataNon-Executive Director of the Company placed her unwillingness to continue as member ofthe Committee due to her pre-occupations elsewhere hence the Board of Directors in theirmeeting held on 05.06.2020 appointed Shri Suresh Chandra Gupta Additional Director(Independent) as Member of the Committee w.e.f. 05.06.2020.

All the recommendations made by the Audit Committee were accepted by the Board.

Further the Roles and Responsibilities and other related matters of Audit Committeeforms an integral part of Corporate Governance Report as part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of Board of Directors and GeneralMeetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for reappointment at every Annual GeneralMeeting. Consequently Shri Daya Kishan Data (DIN: 01504570) Whole Time Director of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment in accordance with the provisions of the Companies Act2013.

During the financial year 2019-20 Shri Ramesh Chand Gupta Independent Director of theCompany has resigned from the directorship of the Company vide its resignation letterdated 27.02.2020. The Board places on record his appreciation for the assistance andguidance provided by Shri Ramesh Chand Gupta during his tenure as Independent Director ofthe Company.

During the financial year 2019-20 none of the Director was appointed on the Board ofthe Company. However the Board of Directors in their meeting held on 05.06.2020 hasappointed Mr. Suresh Chandra Gupta (DIN: 08748162) as Additional Director (Non-ExecutiveIndependent) of the Company whose term of office as an Additional Director shall be up tothe date of ensuing Annual General Meeting of the Company or the last date on which theAnnual General Meeting should have been held whichever is earlier. Due to COVID-19Pandemic the Company filed an application for extension of time up to three (3) monthsi.e. up to 30.12.2020 for holding 32nd Annual General Meeting of the Companyfor the financial year ended March 31 2020 and the same has been approved by Order dated03.09.2020 passed by the Registrar of Companies Jaipur. Due to approval for extension oftime for holding 32nd Annual General Meeting of the Company the office of Mr.Suresh Chandra Gupta (DIN: 08748162) as Additional Director (Non-Executive Independent) ofthe Company will be expired on 30.09.2020 and to comply the provisions of Regulation17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board of Directors in their meeting held on 30.09.2020 has appointed Mr. SureshChandra Gupta (DIN: 08748162) as Additional Director (NonExecutive Independent) w.e.f.01.10.2020 whose term of office as an Additional Director shall be up to the date of 32ndAnnual General Meeting of the Company while the term as Independent Director was proposedto be 5 (five) consecutive years commencing from October 1 2020 to September 30 2025subject to the approval of the Members at the ensuing Annual General Meeting of theCompany. The Board of directors recommends the appointment of Mr. Suresh Chandra Gupta asIndependent Director of the Company.

Further the Board considered the domain knowledge and experiences of Mr. SureshChandra Gupta in the areas of Accounts Banking and Finance while approving hisappointment as Independent Director on the Board of the Company. The Board is of opinionthat Mr. Suresh Chandra Gupta Independent Director possesses requisite qualificationexperience expertise and holds high standard of integrity. Being eligible Mr. SureshChandra Gupta offered himself to be appointed as an Independent Director of the Company.

A brief resume of the director proposed to be appointed the nature of his expertise inspecific functional areas names of the companies in which he holds directorshipcommittee membership / chairmanship his shareholding etc. are furnished in theexplanatory statement to the notice of the 32nd Annual General Meeting of theCompany.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows :-

Mr. Vijay Data Managing Director Mr. Daya Kishan Data Whole Time Director Mr. ShankerKukreja Chief Financial Officer Mr. Jay Prakash Lodha Company Secretary

During the year there was no change (appointment or cessation) in the office of KMP.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors ofthe Company under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence in terms of Section 149(6) of the Companies Act 2013 andregulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

FAMILIARISATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The detail of programmes conducted during the year 2019-20 for familiarization ofIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company at link:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/Familiarization Programme forIndependent Dir ectors 2019-20%EF%BB%BF.204221445.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) & (5) of the Companies Act 2013your Directors state that:

a) In the preparation of the Annual Accounts for the year ended 31st March 2020 the applicable accounting standards read with requirements set out under Schedule III to the Companies Act 2013 have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2020 and of the profit of the company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts of the Company on a ‘going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 the Company has an Internal ControlSystem commensurate with the size scale and complexity of its operations which ensureproper safeguarding of assets maintaining proper accounting records and providingreliable financial information.

The Internal Auditors of the Company conducted the internal audit of the Company'soperations and report its findings to the Audit Committee on a regular basis. InternalAuditor also evaluates the functioning and quality of internal controls and providesassurance of its adequacy and effectiveness through periodic reporting.

During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed. Your company has adequate internal financial controlwith reference to its financial statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company incorporates a whistle blower policy. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the Company Secretary or Chief Financial Officer of the Company or to theChairman of the Audit Committee. The whistle blower policy may be accessed on theCompany's website at the link:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/Whistle BlowerPolicy.23902325.pdf EVALUATION OF BOARD

Pursuant to the applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation along with Nomination and Remuneration Committee of its ownperformance the Directors individually as well as the evaluation of its committees.

The performance evaluation criteria of the Board include growth in Business volumes andprofitability compared to earlier periods growth over the previous years through andfairness in Board Decision making processes. The performance of individual directors andcommittees was evaluated on the parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders time devoted awareness to responsibilities duties as director attendancerecord and intensity of participation at meetings etc.

The exclusive meeting of Independent Directors evaluates the performance of the Boardnon-Independent Directors & the Chairman.

The performance evaluation of committee's and board as a whole was done on the basis ofquestionnaire which was circulated among the board members and committee members and onreceiving the inputs from them their performance was assessed by the board.

Lastly performance evaluation of individual directors was done on the basis ofself-evaluation forms which were circulated among the directors and on receiving the dulyfilled forms their performance was assessed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Detail of related party transactions have been disclosed in notes to the financialstatements.

During the year the Company had entered into contract/arrangement/transaction with M/sDeepak Vegpro (P) Ltd. and M/s Data Oils (Partnership Firm) related parties which couldbe considered material in accordance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and company's policy on related party transactions andapproval for these material transactions entered with the above mentioned parties hasalready been taken from the shareholders of the company.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act 2013 andRules 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts orarrangements or transactions entered into by the Company with related parties hasdisclosed in Form No. AOC- 2 which is attached as Annexure-II.

The policy on related party transactions as approved by the Board may be accessed onthe Company's website at the link:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/Related Party TransactionsPolicy.204221648.pdf RISK MANAGEMENT POLICY

The Company's Risk Management Policy is well defined to identify and evaluate businessrisks across all businesses. It assesses all risks at both pre and post-mitigation levelsand looks at the actual or potential impact that a risk may have on the business togetherwith an evaluation of the probability of the same occurring. Risk mapping exercises arecarried out with a view to regularly monitor and review the risks identity ownership ofthe risk assessing monetary value of such risk and methods to mitigate the same. As perview of the Board there is no risk in operation of the Company which may impact theexistence of the Company.

COST RECORDS

Pursuant to the provisions of sub-section (1) of section 148 of the Companies Act2013 the Central Government has specified preparation and maintenance of cost records isrequired by the Company and accordingly such accounts and records are made and maintainedby the Company.

AUDITORS AND AUDITOR'S REPORT

Statutory Auditors

M/s Anil Mukesh & Associates Chartered Accountants New Delhi (Firm RegistrationNo. 014787N) was appointed as Statutory Auditor of the Company at the 29thAnnual General Meeting of the Company held on 29th September 2017 to holdoffice for a term of five consecutive years from the conclusion of the 29th AnnualGeneral Meeting till the conclusion of 34th Annual General Meeting of theCompany to be held in the Calendar year 2022.

M/s Anil Mukesh & Associates Chartered Accountants New Delhi (Firm RegistrationNo. 014787N) have confirmed that they are not disqualified from continuing as Auditors ofthe Company.

Auditor's Report

The notes on accounts referred to in the Auditor's Report are self explanatory andthere are no qualifications reservations or adverse remarks in the Report and thereforedo not need any further comment.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Board upon a recommendation from theAudit Committee has appointed M/s Rajesh & Company Cost Accountants (FirmRegistration Number 000031) as the Cost Auditor of the Company to conduct the audit of thecost records of the Company for the financial year ending March 31 2021 at suchremuneration as approved by the members of the Company at the ensuing Annual GeneralMeeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and rules made thereunder the Board has appointed Mr. Arun Jain Company Secretary in Practice (Certificateof Practice No: 13932) to conduct Secretarial Audit of the company for the financial year2019-20. The Secretarial Audit Report for the financial year ended 31st March2020 is annexed herewith marked as Annexure-III.

Qualifications in Secretarial Audit Report and Management Response to the same

The Secretarial Auditor has made certain qualifications in his report dated 26.08.2020for the financial year ended March 31 2020. The management responses to thesequalifications are as under:-

Management response to the qualification set out in Point No. 3(a) of the SecretarialAudit Report

The Company has taken measures for dematerialization of holding of its promoter andpromoter group and as result thereof during the financial year 2019-20 25.37% holding ofthe promoter and promoter group has been dematerialized. As on 31.03.2020 the totalholding of Promoter and Promoter Group was 2175150 (67.95% of the total holding) and outof which 2114425 (97.21% of the total promoter and promoter group holding) equity shareswere held in dematerialized form. The Company has filed a listing application on15.05.2019 with BSE Ltd. for listing of 56205 equity shares issued by the Company on31.03.2006 under a Scheme of Amalgamation. During the Current Financial year 2020-21 thesaid Listing Application filed by the Company with BSE Ltd. was approved by the BSE Ltd.on 26.06.2020. The Company has filed the requisite documents with BSE Ltd. to get thetrading approval for the above said 56205 equity shares and the same was granted by BSELtd. on 25.08.2020.

Further out of the above said 56205 equity shares 28505 equity shares belonged topromoter and promoter group. The Company is continuously following up with the members ofpromoter and promoter group whose shares are still in physical form to convert theirholding in demat form to comply with the SEBI Circular No. SEBI/Cir/ISD/3/2011 dated June17 2011 read with SEBI Circular No. SEBI/Cir/ISD/05/2011 dated September 30 2011. TheCompany is hopeful to get the 100% holding of the promoter and promoter group indematerialized form during the financial year 2020-21.

Management response to the qualification set out in Point No. 3(b) of the SecretarialAudit Report

Due to resignation of Mr. Ramesh Chand Gupta Independent Director of the Company thetotal strength of the Board reduced to five (5) and out of which the strength ofIndependent Directors was Two (2) therefore as on 31.03.2020 the composition of Boardof Directors of the Company was not in compliance with the provisions of Regulation 17( 1)(b) of the Listing Regulations which requires that where the listed entity does not havea regular non-executive chairperson at least half of the board of directors shallcomprise of independent directors. However pursuant to the provisions of Regulation 25(6)of the Listing Regulations which specified that "An independent director who resignsor is removed from the board of directors of the listed entity shall be replaced by a newindependent director by listed entity at the earliest but not later than the immediatenext meeting of the board of directors or three months from the date of such vacancywhichever is later" the Company has three months' time for appointment of newNon-Executive-Independent Director to comply the provisions of Regulation 17(1)(b) of theListing Regulations.

The Company initiated the process of selection and appointment of new IndependentDirector on the Board of the Company but due to the unprecedented lockdown all over thecountry in view of COVID-19 pandemic the Company could not able to appoint newIndependent Director on the Board of the Company in compliance with the provisions ofRegulation 17(1)(b) read with Regulation 25(6) of the Listing Regulations. However theCompany has appointed Mr. Suresh Chandra Gupta as Additional Director(Non-Executive-Independent) on the Board of the Company w.e.f. June 5 2020. After theappointment of Mr. Suresh Chandra Gupta as Additional Director (Non-Executive-Independent)on the Board there are no non-compliance under Regulation 17(1)(b) of Listing Regulationsw.e.f. 05.06.2020.

Due to COVID-19 Pandemic the Company filed an application for extension of time up tothree (3) months i.e. up to 30.12.2020 for holding 32nd Annual General Meetingof the Company for the financial year ended March 31 2020 and the same has been approvedby Order dated 03.09.2020 passed by the Registrar of Companies Jaipur. Due to approvalfor extension of time for holding 32nd Annual General Meeting of the Companythe office of Mr. Suresh Chandra Gupta (DIN: 08748162) as Additional Director(Non-Executive Independent) of the Company will be expired on 30.09.2020 and to comply theprovisions of Regulation 17(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors in their meeting held on30.09.2020 has appointed Mr. Suresh Chandra Gupta (DIN: 08748162) as Additional Director(Non-Executive Independent) w.e.f. 01.10.2020 whose term of office as an AdditionalDirector shall be up to the date of 32nd Annual General Meeting of the Companywhile the term as Independent Director was proposed to be 5 (five) consecutive yearscommencing from October 1 2020 to September 30 2025 subject to the approval of theMembers at the ensuing Annual General Meeting of the Company.

SALIENT FEATURES OF THE POLICY FOR DIRECTORS' APPOINTMENT AND REMUNERATION

The nomination and remuneration committee has recommended to the Board the followingpolicies:-

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and Senior Management.

The salient features of the above mentioned policies are attached herewith and markedas Annexure-IV(i) and IV(ii).

Further these policies may be accessed on the Company's website at the link:

a) The Policy for selection of Directors and determining Directors Independence can beeasily accessed on:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/Policy for Selection ofDirectors Determi ning of Directors Independence.23571314.pdf

b) The Remuneration Policy for Directors Key Managerial Personnel and SeniorManagement may be easily accessed on:

http://wwwviiavsolvexcom/vahoo site admin/assets/docs/REMUNERATIONPOLICY.23902247.pdf WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 as amended the Annual Return of the Companyfor the financial year 2019-20 is placed on the website of the Company and may be accessedon the Company's website at the link:

http://www.viiavsolvex.com/vahoo site admin/assets/docs/FORM MGT-7 ANNUAL RETURN FORTHE YEAR 2019- 20.30005443.pdf

LEGAL MATTERS PENDING BEFORE VARIOUS COURTS AND NATIONAL COMPANY LAW TRIBUNAL

Order dated 14.03.2012 passed by Hon'ble High Court of Judicature of Rajasthan Benchat Jaipur inter alia in S.B. Civil Misc. Appeal No. 2218 of 2011 in respect of partitionsuit was set aside by the Hon'ble Supreme Court vide order dated 04.08.2014 and the matterwas remitted back to Hon'ble High Court of Judicature of Rajasthan for its freshconsideration after hearing the parties. Hon'ble High Court of Judicature of RajasthanBench at Jaipur after hearing the parties passed an order dated 06.04.2015 partiallysetting aside Order dated 10.02.2011 passed by the Court of Ld. ADJ Jaipur. The orderdated 06.04.2015 passed by Hon'ble High Court of Judicature of Rajasthan was challengedbefore the Hon'ble Supreme Court of India by the original Plaintiffs by filing SLP (C)No.11870 of 2015 and Hon'ble Supreme Court of India dismissed the SLP vide order dated29.01.2019. After dismissal of the SLP filed by Original Plaintiffs there is no restraintorder against the Company for transferring or alienating its properties or creating chargeover the properties of the Company.

The cases filed against or by the Company under Section 397-398 of the Companies Act1956 are still sub- judice before the Hon'ble National Company Law Tribunal (erstwhileCompany Law Board) Jaipur/Kolkata which are yet to be heard finally by the NCLT.

The Company owns 247500 equity shares of Saurabh Agrotech Pvt. Ltd. which wereillegally transferred. This illegality has been challenged by the Company before theNational Company Law Tribunal (NCLT) under Section 111 of the Companies Act 1956. Sincethe case is sub-judice before NCLT and Hon'ble High Court of Judicature of RajasthanBench at Jaipur the holding of such investment is continued to be shown in the books ofthe Company.

Presently the Company is registered owner of SCOOTER trademark/device/logo andcopyright holder for the artwork of SCOOTER Wavy device which is registered with Registrarof Trade Mark and Copyright. The Company is taking appropriate legal action against allthe persons who are infringing its trademark and copyright. The Company is also defendingits right before the Hon'ble Courts and Tribunals wherever the challenges against use of‘Scooter' and /or any other intellectual property rights of the Company have beenmade.

The Company filed an Appeal before Appellate Authority PMLA Delhi titled Vijay SolvexLimited Vs. Deputy Director Enforcement of Directorate against order dated 02.05.2019passed by the Adjudicating Authority PMLA and also filed an application for de-freezingthe bank account of the Company held in State Bank of India. The application forde-freezing of accounts has been allowed by the Appellate Authority vide order dated24.07.2019 and the matter was thereafter listed for arguments on 14.04.2020. Owing to theoutbreak of COVID-19 pandemic the Appeal could not be heard on 14.04.2020 and the matterwas adjourned to 24.09.2020.

The Board is hopeful that the pending matters would be disposed of in favour of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2019-20

There are no material changes and commitments affecting the financial position ofcompany which have occurred between the end of the financial year to which the financialstatement relates and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules. 2014 as amended from time to time areprovided in the Annexure-V to this report.

PARTICULARS OF EMPLOYEES

The details of top 10 employees in terms of remuneration drawn as per provisions ofSection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Disclosure pertaining toremuneration and other details as required under section 197(12) of the Companies Act2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure-VI to this Report.

Further In terms of the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there is no employee of the company except Managing Director and Whole TimeDirector which draws the remuneration in excess of the limits set out in the said rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed herewith as Annexure-VII to this Report.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has an effective system to redress complaints received regarding sexualharassment in line with the requirements of the Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013. All employees (permanent contractualtemporary apprentices and trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financialyear 2019-20.

Further the Company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013.

GENERAL

Your Director states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-

a) Change in share capital of the Company.
b) Issue of the equity shares with differential rights as to dividend voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company.
d) As there is no subsidiary or holding company of your company so Managing Director and Whole Time Directors of the company does not receive any remuneration or commission from any of such companies.
e) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.
f) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
g) There is no subsidiary of company so no policy on material subsidiary is required to be adopted.
h) No fraud has been reported by the Auditors to the Audit Committee or the Board which were committed against the company by officers or employees of the company.
i) Issue of Employee Stock Option Scheme to employees of the company.

Your Directors further state that:-

There is no change in the nature of business of the Company during the financial year2019-20.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for assistanceand co-operation received from the Bankers Vendors Government Authorities Customers andMember during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for committed services by the executive staff & workers ofthe Company and gratitude to the members for their continued support and confidence.

Place: Alwar By order of the Board of Directors
Date: 27.10.2020 For Vijay Solvex Limited
(Daya Kishan Data) (Vijay Data)
Whole Time Director Managing Director
DIN: 01504570 DIN:00286492
Neelanchal 7 Shubham Enclave Bhagwati Sadan
Jamna Lal Bajaj Marg C-Scheme Swami Dayanand Marg
Jaipur-302001 (Rajasthan) Alwar-301001 (Rajasthan)

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