The Board of Directors hereby submit the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2020.
The financial performance of the Company for the year 2019-20 is summarized below:
(Rupees in Lacs)
|Particulars ||2019-20 ||2018-19 |
|Net Sales /Income from Business Operations ||19218.85 ||24525.03 |
|Other Income ||700.75 ||1399.38 |
|Total Income ||19919.60 ||25924.41 |
|Cost of material consumed ||16391.30 ||19946.74 |
|Employee Benefit Expense ||312.78 ||406.83 |
|Financial Costs ||1941.33 ||1395.01 |
|Other Expenses ||1346.29 ||1216.24 |
|Profit before Depreciation ||(72.10) ||2959.60 |
|Less: Depreciation ||476.80 ||476.91 |
|Add : Exceptional items ||837.30 ||00 |
|Net Profit Before Tax ||288.39 ||2482.69 |
|Less Current Tax ||100.40 ||711.28 |
|Less Previous year adjustment of Income Tax ||89.66 ||184.29 |
|Less Deferred Tax ||(3.49) ||86.60 |
|Profit for the Period ||101.82 ||1500.52 |
The financial statements for the year ended 31st March 2020 have been prepared inaccordance with the Indian Accounting Standards(IndAS) as notified by the Ministry ofCorporate Affairs.
There is a considerable decrease in Sales from Rs. 245.25 Crore in previous year to Rs.192.18 Crore in current year thus resulting into a decline in profits of the Company i.e.from Rs. 15 Crore in previous year to Rs. 1.01 Crore in current year. The reason fordecline in profits during the period is due to shifting of the "recycling andupcycling of polymer compounds" division to the resultant Company i.e. VikasMulticorp Limited which was the major earning division of the Company. Pursuant to thedemerger order passed during the Financial year 2019-20one third of the total revenuethat the company was earning from this division shifted to the resultant company thusleading to a decline in the turnover and thereby in profits as well.
Also by the end of the Financial Year 2019-20 the entire economy was poorly hit duethe outbreak of COVID-19 making the manufacturing process and other business processes ofthe Company to a hault. Your Company post 22nd March had to close down its manufacturingunits due to the nationwide lockdown imposed because of the pandemic for a considerableperiod of time which resulted into a decrease in both the profits and the income frombusiness operations.
The Company has been gradually proceeding towards opening of the all its units andcontinue with its operations to cater to the needs and demands of its stakeholders. Inpursuit with the ongoing pandemic it is likely that there might be a delay to get back inthe same pace and position but the management is optimistic to flourish in the future.
No material changes / commitments affecting financial position of the Company haveoccurred from end of the financial year to the date of this report.
During Financial Year 2019-20 there was a decline in the turnover and in the profitsas well of the Company the reasons for such decline during the year are because of twomajor events that took place during the aforesaid period.
First during the financial year ending 31st March 2020 one major segment i.e. therecycling and upcycling of polymer compounds division was shifted to the resultant companyi.e. Vikas Multicorp Limited. Post its demerger the revenue earned by the Company fromsuch division came to a hault.
Second the pandemic i.e. the COVID-19 impacted its business. The Company'smanufacturing facilities remained closed from 22nd March 2020 due to lockdown andresumed operation at its plant situated at G-24 to 30 F-7 F-8 Vigyan Nagar RIICOIndustrial Area Shahjahanpur Alwar Rajasthan - 301706 w.e.f. April 11 2020 (with thepermission of Government of Rajasthan) which has impacted its operations during March2020 and April 2020 partially.
The Company has started to gradually open its manufacturing plants and has started itsoperations to ensure a stable turnover profits and performance for the current yeardespite the adverse impact of the pandemic COVID-19.
Despite all the odds and challenging situations trailing one another the Company hasmanaged to earn terms of turnover and a profitable financial year.
Your Company is the only producer for the FDA approved - Food Contact Safe OrganotinStabilizers in India and one of the very few across the globe the Company successfullyinitiated the process for tapping the potential embedded in the largest market place forthe Organotin Stabilizers the U.S.A. & has been received well by the market due to itsconsistent quality of the materials.
The Company is to considering mark on new opportunities in Pharmaceutical API &chemical Industry for business expansion and thereby tap on the different industriessegments and avenues which the Company had not explored in its recent past. The Companyhas also strategically formulated an advisory committee with professionals havingexpertise in this sector which would lead the Company to tap into expansive projects andgrow exponentially.
The Company is also planning to venture into producing Master batches for Rubber andPolymer compounds. A master batch provides a convenient way of handling small amounts ofcritical ingredients like specialized additives in higher concentrations than thoseoccurring in a normal mixture for subsequent dilution with the remainder of theingredients.
Despite the prevailing conditions due to the pandemic the Company is optimistic togrow relentlessly and effectively tap the business opportunities. Organotin stabilizer aswell as the pharmaceutical API and chemical industries seems promising and will be thedriving force for the Company in achieving the planned projections for the specialtychemicals business during the next 3-5 years at least. The Company is accelerating in thedirection towards accomplishment of the similar futuristic & promising business ideas.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations') Management Discussion and Analysis report("MD&A Report") providing a detailed overview of your Company's performanceindustry trends business and risks involved is provided separately and is forming part ofthe Annual Report.
SUBSIDIARY COMPANIES JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS
During the year under review your Company does not have a subsidiary joint venture orassociates hence reporting requirements are not applicable.
During the year under review there was no change in the Authorised Issued Subscribedand Paid up Share Capital of the Company.
To conserve the resources for the expansion of business in the long run your Companyhave not recommended any dividend for the Financial Year 2019-20 and have decided toretain the profits.
GOVERNANCE AND ETHICS
Governance is not an action but a continuous endeavor which reflects in practices beingfollowed by an Organization. Your Company strongly believes in developing best corporategovernance policies and procedures based on principals of fair and transparentdisclosures equity accountability and responsibility.
A detailed report on Corporate Governance in terms of Regulation 34 of the ListingRegulations is forming part of the Annual Report. A certificate confirming compliance withrequirements of Corporate Governance as enumerated under the extant provisions of ListingRegulations issued by Ms. Teena Rani Sole Proprietor MSTR & Associates CompanySecretaries is also annexed to the said report.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
In line with the provisions of the Companies Act 2013 the Company has framed itsCorporate Social Responsibility (CSR) policy for development of programmes and projectsfor the benefit of weaker sections of the society and to promote the education within thelocal limits and the same has been approved by Corporate Social Responsibility Committee(CSR Committee) and the Board of Directors of the Company. The Corporate SocialResponsibility (CSR) policy of the Company provides a road map for its CSR activities.
The said CSR policy of the Company is also available on the Website of the Company atwww.vikasecotech.com
The Company has duly constituted a Committee under the nomenclature of Corporate SocialResponsibility Committee consisting of majority of non-executive independent Directorsresponsible for monitoring and reviewing the policy from time to time and to ensure theproper compliance.
During the year under review the Company undertook CSR initiative for the cause ofEducation through "St. Kabir Educational Society" aggregating to Rs.5200000/-. The Annual Report on Company's CSR activities is attached to this report.
Due to the ongoing pandemic and the lockdown imposed by the government w.e.f 22ndMarch 2020 the Company could not find an appropriate avenue to spend the remaining CSRamount totaling to Rs. 1528007 pertaining to the period 2019-20. Your Company ensures tospend the remaining amount in Current year towards the activities stated in Schedule VIIof the Companies Act 2013.
BOARD OF DIRECTORS
The Board of Directors provide strategic direction and supervision to an organization.Your Company's Board consists of learned professionals and experienced individuals fromdifferent fields.
Presently your Board comprises of Seven Directors of whom two are executive one isnon-executive and four are Independent Directors including two women Directors on theBoard. The Board met 5 (five) times during the year details pertaining to Board andCommittee Meetings held during the year are detailed in Corporate Governance Report.
During the year w.e.f. 28th June 2019 Mr. Ashutosh Kumar Verma who was appointed asa whole time Director ceased to be Director of the Company due to his resignation and Mr.Sumer Chand Tayal Independent Director resigned w.e.f 29th October 2019. Also Mr. ManojSinghal director of the Company tendered his resignation w.e.f 05th July 2019
Futher w.e.f. 14th November 2019 Ms. Reena Sharma was appointed as an AdditionalIndependent Director and w.e.f 10th January 2020 Mr. Devender Kumar Garg ExecutiveDirector resigned from the post of director.
Subsequently at the end of the Financial year 2019-2020 Mr. Suresh Kumar Dhingra wasappointed as a Executive Additional Director w.e.f. 13th February 2020 and Mr. VivekGarg Director retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment. The Board of Directors on therecommendation of the Nomination and Remuneration Committee has recommended hisre-appointment.
Also Ms. Vibha Mahajan ceased to be director of the company w.e.f. 11th August 2020due to expiry of her tenure of appointment.
The information of Directors seeking appointment/re-appointment pursuant toRegulation 36(3) of the Listing Regulations and Companies Act 2013 is provided in thenotice of the 35th Annual General Meeting of the Company.
The Board is grateful for their support and places on record its appreciation for theresponsibilities shouldered by them in their respective roles.
DECLARATION OF INDEPENDENCE
The Independent Directors have confirmed that they meet the criteria of Independence asstipulated under Section 149(6) of the Companies Act 2013 read with the Regulation16(1)(c) of the Listing Regulations and they are not aware of any circumstances orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence as an Independent Director of the Company.
The Board conforms to the declaration of the Independent Directors and there being nodoubts as to veracity of the same places the same on record.
Incompliance with the requirements of Companies Act 2013 and Listing Regulations yourBoard had constituted various Board Committees including Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. Details of the constitution of these Committees which are inaccordance with regulatory requirements have been uploaded on the website of the Companyviz. www.vikasecotech. com.
Details of scope constitution terms of reference number of meetings held during theyear under review along with attendance of Committee Members are provided under CorporateGovernance Report forming part of the Annual Report.
In line with the statutory requirements enshrined under the Companies Act 2013 and theListing Regulations the Board carried out a performance evaluation of itself itsCommittees the Chairman and each of the other Directors. The performance evaluation wascarried out on the basis of framework approved by the Nomination and RemunerationCommittee. The Committee had unanimously consented for an 'in-house' review built onsuggestive parameters. Based on the suggestive parameters approved by the Nomination andRemuneration Committee the following evaluations were carried out:
Review of performance of the non- independent Directors and Board as a whole byIndependent Directors.
Review of the performance of the Chairperson by the Independent Directors.
Review of Board as a whole by all the Members of the Board.
Review of all Board Committees by all the Members of the Board.
Review of Individual Directors by rest of the Board Members except the Director beingevaluated.
KEY MANAGERIAL PERSONNEL
The Board of your Company consisted of the following Key Managerial Personnel (KMP'S)as on the year ended 31st March 2020:
Chief Financial Officer: Mr. Amit Dhuria Chief Executive Officer : Mr. Dinesh BhardwajCompany Secretary: Ms. Pooja Vanjani
During the financial year under review there has been no change in the Key ManagerialPersonnel of your Company except as detailed herein below.
Mr. Ashutosh Kumar Verma resigned from the post of Chief Executive Officer w.e.f 28thJune 2019 and thereafter Mr. Dinesh Bhardwaj was appointed to occupy the position ofChief Executive Officer of your Company from the same day.
Ms. Preeti Rai resigned from the office of Company Secretary and Compliance Officerw.e.f 3rd August 2019. Thereafter Ms. Pooja Vanjani was appointed as the CompanySecretary and Compliance officer on 19th August 2019 who later resigned w.e.f 01st June2020.
Subsequent to the closure of the financial year ended 31st March 2020 your Boardconsidered and approved the appointment of Mr. Prashant Sajwani as the Compliance Officerand the Company Secretary of the Company w e.f 01 June 2020 and 31st July 2020respectively.
AUDIT AND AUDITORS
M/s KSMC & Associates Chartered Accountants are Statutory Auditors of the Companypursuant to Members' approval obtained at the 31st Annual General Meeting held on 30thSeptember 2016. Their term of appointment is five years and accordingly they shall holdoffice till conclusion of the 36 Annual General Meeting of the Company. The financialresults of the Company are subject to limited review by the Auditors on quarterly basisand Company's financial statements are audited on annual basis.
There are no qualifications reservations or adverse remarks in the Report issued byM/s KSMC & Associates Statutory Auditors for the financial year ended 31st March2020. The Statutory Auditors have also not reported any incident of fraud to the AuditCommittee during the year under review. Remarks made in the Auditors' Report areself-explanatory and do not call for any further comments from your Directors.
Secretarial Audit and Secretarial Compliance Report
M/s. MSTR & Associates Company Secretaries were appointed as the SecretarialAuditors of your Company to carry out the Secretarial Audit for the financial year underreview. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3is annexed with this Report.
In terms of extant provisions of Listing Regulations read with SEBI circulars issued onthe subject a Secretarial Compliance Report was also obtained by the Company from theSecretarial Auditors and the same was also intimated to the Stock Exchange.
There are no qualifications or reservations in the Secretarial Audit Report or in theAnnual Secretarial Compliance Report. Further few comments are self explanatory and doesnot need any comments from the management.
However certain remarks have been made by the auditor in the reports to which yourmanagement would like to convey its comments and clarification. The following representsthe auditor's remark along with comments from management.
Observation regarding non submission of certificate as required in term of Regulation74(5) of the SEBI (Depositories and Participants) Regulations 2018
Our comment: Necessary Certificate was obtained from the RTA as per the compliancecalendar but inadvertently it could not be filed to the stock exchanges in prescribedtime though the same was filed subsequently and is also available on the website of theCompany.
As per the extant provisions of Section 148 of the Companies Act 2013 the costrecords for the products requiring cost audit has been maintained by the Company in atimely and proper manner the same was also made available to the Cost Auditors of theCompany for their audit. M/s. JSN & Co. Cost Accountants were engaged to carry outAudit of Cost Records of the Company during Financial Year 2019-20.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors to the best oftheir knowledge hereby state and confirm that:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31stMarch 2020 and the Statement of Profit & Loss for the year ended on that date havebeen prepared on a going concern basis;
b) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
c) the directors had 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
at the end of the financial year and of the profit of the company for that period;
d) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
e) the internal financial controls to be followed by the company were laid down andsuch internal financial controls were adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors of the Company has established a Policy on Vigil Mechanism forthe Directors/KMP and Employees of the Company to report their genuine concerns orgrievances relating to actual or suspected fraud unethical behavior violation of theCompany's Code of Conductor Ethics Policy and any other event which would adverselyaffect the interests of the business of the Company. Direct access is provided to thewhistle blowers to reach Chairman of the Audit Committee on reporting issues concerningthe interests of co-employees and the Company. The Company has also provided adequatesafeguards against victimization of employees and directors who express their concerns.The copy of Company's vigil mechanism is available at the website of the Companywww.vikasecotech.com.
REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
Your Company believes in principles of gender equality and endeavors to provide ahealthy and respectable work environment. It has developed a framework for employees toreport sexual harassment cases at workplace and its process ensures complete anonymity andconfidentiality of information. During the year under review no complaints of any event/occurrence of an act of sexual harassment was reported/noticed by the management.
RELATED PARTY TRANSACTIONS
Your Company follows the practice of undertaking related party transactions only in theordinary and normal course of business and at arm's length basis as part of its philosophyof adhering to highest ethical standards transparency and accountability. In line withthe provisions of the Companies Act 2013 and the Listing Regulations the Board hasapproved a policy on related party transactions. The same is available on the Company'swebsite www.vikasecotech. com.
Omnibus approval of the Audit Committee and the Board is obtained for the transactionswhich are of a foreseeable and repetitive nature in all other cases prior approval ofAudit Committee is taken for entering into a related party transaction. All Related PartyTransactions are placed on a quarterly basis before the Audit Committee and before theBoard for their review.
Further pursuant to the provisions of Section 188 read with the relevant rules theCompany has also considered to take the prior and blanket approval for the routinetransactions with its related parties for entering into any transaction(s) creeping thelimit specified in the aforesaid section.
During the year no material contracts or arrangements with related parties not inOrdinary course of business or on arm's length basis were entered. Further details ofrelated party transactions are provided under notes to financial statements and Form AOC-2is annexed with the Board Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Audit Committee and Board periodically reviews adequacy of Company's checks andcontrols for risk management. The Board has developed a Risk Management Policy whichidentifies elements of business & other risks involved and constantly works towardscurbing the same. Adequacy of internal financial controls with reference to the FinancialStatements is also assessed and reviewed periodically. Your Board is of the view that theexisting internal control framework is adequate and commensurate to the size and nature ofthe business of the Company.
In addition testing of adequacy of internal controls was also carried outindependently by the Statutory Auditors of the Company.
IMPACT OF COVID-19 on DECLARATION OF RESULTS
The financial statements of the Company were approved by the Board of Directors on 31stJuly 2020 the same were approved within the time frame which was revised by theSecurities and Exchange Board of India (+SEBI) due to the pandemic COVID-19. All thefigures mentioned in the Annual Report are taken from the financials approved and releasedin the public domain on such date.
The financial results for the Financial Year as on 31st March 2020 are also availableon the website of the Company www. vikasecotech.com
Details of Significant and Material Orders Passed by the regulators/Courts/Tribunalsimpacting the Going Concern Status and the Company's Operations in Future
There are no significant and material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.
A certificate confirming that none of the Directors of the Company have beendisqualified for appointment as such under the extant provisions of Companies Act 2013and Listing Regulations issued by Ms. Teena Rani Sole Proprietor MSTR & AssociatesCompany Secretaries is also annexed to the Corporate Governance Report.
Particulars Regarding Conservation of Energy and Research and Development andTechnology Absorption
Details of steps taken by your Company to conserve energy through its"Sustainability" initiatives Research and Development and Technology Absorptionhave been disclosed as part of the Annual Report.
Remuneration of Directors Key Managerial Personnel and Particulars of Employees
Disclosures pertaining to the remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of the Annual Report.
Annual Return pursuant to Section 92(3) of the Companies Act 2013 for the year ended31st March 2020 has been prepared in Form MGT-9 and the same is available at the websiteof the Company www.vikasecotech.com under the Investors section.
Particulars of Loans Guarantees or Investments
In terms of Section 186 of the Companies Act 2013 particulars of inter-corporateloans guarantees and investments are provided in the notes to Financial Statements.
The Company has neither accepted any deposits during the year under review nor has anyoutstanding deposits from any of earlier years for repayment.
During the year under review the Company has complied with all applicable SecretarialStandards issued by Institute of Company Secretaries of India.
The Company has a remuneration policy which provides for basis for fixation ofremuneration of Directors Key Managerial Personnel and Senior Management Officials of theCompany. The remuneration policy of the Company is largely based on factors likehierarchy industry practices and performance of respective individuals. The policy isavailable on the website of the Company at www.vikasecotech.com.
Gratitude Towards Stakeholders
The Board expresses its gratitude to all the customers shareholders suppliersbankers business partners/ associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company and its sincereappreciation to all the employees for their hard work and commitment their dedication andcompetence has ensured that the Company continues to be a significant and leading playerin the industry while serving and keeping the interest of its stakeholders and the societyat large.
For and on behalf of Board Vikas EcoTech Limited
| ||Sd/- ||Sd/- |
| ||Gyan Prakash Govil ||Vikas Garg |
|Place: New Delhi ||(Chairman) ||(Managing Director) |
|Date: 25.08.2020 ||DIN:08477296 ||DIN:00255413 |