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Viksit Engineering Ltd.

BSE: 506196 Sector: Others
NSE: N.A. ISIN Code: INE965V01012
BSE 05:30 | 01 Jan Viksit Engineering Ltd
NSE 05:30 | 01 Jan Viksit Engineering Ltd

Viksit Engineering Ltd. (VIKSITENGG) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 39th (Thirty Ninth) AnnualReport on the business and operations of your Company together with the Audited Statementof Accounts for the Financial Year ended 31st March 2021.

FINANCIAL RESULTS

Your Company's performance for the financial year ended 31st March 2021 ascompared to the previous year is as below:

(Figure in Rs)

S PARTICULARS No. 2020-21 2019-20
1. Revenue from Operations - -
2. Other Income 4704437

-

3. Profit / (Loss) before Taxation (PBT) (39902139) (4107929)
4. Provision for:
a. Income Tax -

-

b. Deferred Tax (3734546) (4107929)
c. Bad Debts 9144927
5. Profit / (Loss) after Taxation (PAT) (43636685) (12816407)

FINANCIAL HIGHLIGHTS

During the year under review the turnover of the Company is Nil. The financials depictloss for the company. The loss before tax is of Rs. 39902139 as against loss of Rs.4107929 for the previous financial year. The loss after tax is of Rs. 43636685 asagainst loss of Rs. 12816407 for the previous financial year.

Your Directors are trying to improve the performance in the current financial year.DIVIDEND

During the year under reviewed the Board of Directors has not recommended any dividendfor the financial year ended 31st March 2021.

TRANSFER TO RESERVES

During the year under reviewed in view of losses the company the board has not proposeto transfer any amount to reserve.

SHARE CAPITAL

During the year under reviewed there was no change in issued and paid up share capitalof the company.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under reviewed the company does not have any subsidiary and associatecompanies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under reviewed the Board has inducted Mr. Gyandatt Mandloi (DIN:08571134) as an Additional Director in the Independent category on the Board w.e.f. 12thJune 2020 which was subsequently approved by the member at 38th AnnualGeneral Meeting ("AGM") of the Company held on 29th September 2020.

Further Mr. Gaurishankar Dhawale (ACS 59305) was appointed as a Company Secretary andCompliance officer of the Company w.e.f. 12th June 2020. However he hadresigned w.e.f. close of working hours on 24th July 2020 citing personalreason.

Furthermore Ms. Anamika Jain (ACS 62643) has been appointed as a Company Secretary andCompliance officer of the Company w.e.f. 16th December 2020.

Furthermore Mr. Raghunandan Khandelwal (DIN: 00401113) Managing Director has beenappointed as Chief Financial Officer (CFO) designated as Managing Director and CFO of theCompany w.e.f. 16th December 2020 and Mr. Gyan Chand Sharma (DIN: 03554350)has been re-appointed as an Independent Director of the Company w.e.f. 25thSeptember 2016 for a term of five years subject to the approval of shareholders inensuing AGM.

As on 31st March 2021 the Board comprises of the following Directors:

Sno. Name of Director Category
1. Mr. Raghunandan Khandelwal1 Managing Director and CFO
2. Mr. Gyan Chand Sharma Non Executive Independent Director
3. Mr. Gyandatt Mandloi2 Non Executive Independent Director

1 Mr. Gyandatt Mandloi has been appointed as Non Executive Independent Director of theCompany w.e.f. 12th June 2020.

2 Mr. Raghunandan Khandelwal Managing Director has been appointed as Chief FinancialOfficer (CFO) designated as Managing Director and CFO of the Company w.e.f. 16thDecember 2020

INDPENDENT DIRECTOR

All the Independent Directors have given declaration to the Company that they meet thecriteria of independence as provided in Section 149(6) of the Act. The IndependentDirectors have also confirmed that they have complied with the Company's Code of Conductfor Board Members and Senior Management. Further all the Directors have also confirmedthat they are not debarred to act as a Director by virtue of any SEBI order.

In terms of Section 150 read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 Independent Directors of the Company haveundertaken requisite steps towards the inclusion of their names in the data bank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs.

Your Company has also devised a Policy on Familiarization Programme for IndependentDirectors which aims to familiarize the Independent Directors with your Company nature ofthe industry in which your Company operates business operations of your Company etc.

RETIRE BY ROTATION

In accordance with the provision of the Companies Act 2013 ("the Act") Mr.Raghunandan Khandelwal is liable to retire by rotation at the ensuing AGM and beingeligible offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

As per section 203 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Key Managerial Personnel of theCompany during the year are as under:

Sno. Name of Director Category
1 Mr. Raghunandan Khandelwal1 Managing Director and Chief Financial Officer
2 Mr. Gaurishankar Dhawale2 Company Secretary and Compliance officer
3 Ms. Anamika Jain3 Company Secretary and Compliance officer

1. Mr. Raghunandan Khandelwal Managing Director has been appointed as Chief FinancialOfficer (CFO) designated as "Managing Director and CFO" of the Company w.e.f.16th December 2020.

2. Mr. Gaurishankar Dhawale was appointed as Company Secretary and Compliance officerof the Company w.e.f. 12th June 2020 further he had resigned w.e.f. close ofworking hours on 24th July 2020.

3. Ms. Anamika Jain (ACS 62643) has been appointed as a Company Secretary andCompliance officer of the Company w.e.f. 16th December 2020.

BOARD EVALUTION

The provisions of the Companies Act 2013 mandates formal evaluation of the Board ofDirectors its Committees and individual Directors. Schedule IV of the Companies Act 2013also requires the performance evaluation of the Chairman Executive Directors andNonExecutive Directors and Board as a whole to be carried out at a separate meeting by theCompany's Independent Directors.

The Nomination and Remuneration Committee of the Company formulated the criteria forthe evaluation of the performance of the Board of Directors Independent Directors and theManaging Director of the Board.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such asappropriate composition of the Board manner in which Board Meetings are conductedadequate information to the Board Members to consider the matter overall effectiveness ofthe Board etc.

Based on that performance valuation has been undertaken. The Independent Directors ofthe Company have also convened a separate meeting for this purpose.

AUDIT COMMITTEE

The constitution of the Audit Committee was as under:

1. Mr. Gyan Chand Sharma - Chairperson

2. Mr. Raghunandan Khandelwal* - Member

3. Mr. Gyandatt Mandloi* - Member

* Mr. Gyandatt Mandloi has been appointment member of the committee w.e.f. 12thJune 2020. There are no recommendations of the Audit Committee which have not beenaccepted by the Board during the period under review.

Five (5) meetings of the Committee were held during the year ended March 31 2020.These meetings were held on 27th July 2020 14th September 2020 7thNovember 2020 16th December 2020 and 13th February 2021. The gapbetween any two Board meetings during the year under review did not exceed one hundred andtwenty days. The requisite quorum was present for all the meetings.

Number of Audit Committee Meetings attended by Directors during the year under reviewis as under:

Sno. Name Meeting attended
1. Mr. Gyan Chand Sharma 5
2. Mr. Raghunandan Khandelwal 5
3. Mr. Gyandatt Mandloi1 5

The composition of the Audit Committee meets the requirements as per the provisions ofSection 177 of the Companies Act 2013 as on date.

NOMINATION AND REMUNERATION POLICY

The constitution of the Nomination & Remuneration Committee (NRC) was as under:

1. Mr. Gyan Chand Sharma - Chairperson

2. Mr. Raghunandan Khandelwal* - Member

3. Mr. Gyandatt Mandloi* - Member

*Mr. Raghunandan Khandelwal and Mr. Gyandatt Mandloi has been appointment member of thecommittee w.e.f. 12th June 2020.

Two (2) meeting of the Committee were held during the year under reviewed 12thJune 2020 and 16th December 2020

Number of NRC Meeting attended by Directors during the year under review is as under:

SNo Name of Directors No. of NRC meeting attended
1. Mr. Gyan Chand Sharma 2
2. Mr.Raghunandan Khandelwal 1
3. Mr. Gyandatt Mandloi 1

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is available on the Company'swebsite.

The requisite quorum was not present for all the meetings BOARD MEETINGS

The Board of Directors met 8 (Eight) times during the financial year ended on 31stMarch 2021 on 9th April 2020 12th June 2020 27th July2020 02nd September 2020 14th September 2020 7thNovember 2020 16th December 2020 and 13 th February 2021.

SNo. Name Category Meeting Attended
1. Mr. Raghunandan Khandelwal1 Managing Director and Chief Financial Officer 8
2. Mr. Gyan Chand Sharma Non-Executive Independent Director 8
3. Mr. Gyandatt Mandloi2 Non-Executive Independent Director 7

1. Mr. Raghunandan Khandelwal Managing Director is appointed as Chief FinancialOfficer (CFO) designated as Managing Director and CFO of the Company w.e.f. 16thDecember 2020.

2. Mr. Gyandatt Mandloi has been appointment as a nonexecutive independent director ofthe committee w.e.f. 12th June 2020.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013 your Directorsconfirm that:

a) in the preparation of the annual financial statements for the year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) the accounting policies had been selected and applied 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 Financial Year ended March 31 2021 and ofthe profit of the Company for the year ended on that date;

c) proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

REALTED PARTY TRANSACTIONS

No Material Related party Transactions were entered during the year by your Company.Accordingly the disclosure of Related Party transactions to be provided under Section134(3)(h) of the Companies Act 2013 in Form AOC - 2 is not applicable.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate risksarising out of internal as well as external factors.

The Board of Directors of the Company has also approved the Risk Management Plan. Theobjective of the plan is to oversee risk management systems practices and procedures.

COST AUDIT

Your Company does not falls within the provisions of Section 148 of Companies Act 2013read with the Companies (Cost Records & Audit) Rules 2014 as amended from time totime therefore no such record are required to be maintained.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act 2013 regarding Corporate Social Responsibilityare not attracted to the company; still the Company has positive gestures towardsphilanthropic activities in future.

AUDITORS

(a) Statutory Auditors

Equity Shareholder of the Company in their 35th Annual General Meeting heldon 29th September 2017 had accorded their approval pursuant to the provisionsof Section 139 and other applicable provision of Companies Act 2013 and rules made theirunder to appoint M/s. Shashank Khandelwal & Associates Chartered Accountants Indore(FRN: 019518C) as the Statutory Auditor of the Company for the period of five yearscommencing from the conclusion of 35th Annual General Meeting until theconclusion of 40th Annual General Meeting.

The Auditor's Report to the Members for the year under review does not contain anyqualification reservation or adverse remark or disclaimer.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardof Directors has appointed M/s Kamlesh Purviya & Company Practicing CompanySecretaries (Membership No 10286/ CP 12960) to conduct the Secretarial Audit of theCompany for the Financial Year 2020-21

The Secretarial Audit Report for the year under review is annexed herewith as"Annexure A". The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer except as under:

1. In respect of improper composition of Board: Owning to resignation of IndependentDirector the composition of the Board was not proper. However the Company has appointedMr. Gyandatt Mandloi an Independent Director w.e.f. 12th July 2020. Furtherthe company is in search of suitable candidate to be appointed as a Woman Director of thecompany;

2. In respect of appointment of whole time Chief Financial Officer (CFO); the Companyhas appointed Mr. Raghunandan Khandelwal Managing Director as Chief Financial Officer ofthe Company w.e.f 16th December 2020 designated as 'Managing Director and CFO'of the Company.

3. In respect of appointment of whole time Company Secretary/Compliance Officer of theCompany; Owing to resignation of the Company Secretary/Compliance Officer the Company theCompany didn't have a whole time Company Secretary. However the Company has appointed Ms.Anamika Jain as the Company Secretary and Compliance Officer of the Company w.e.f 16thDecember 2020;

4. In respect of promoter's shareholding; The Company is in process of dematerializingthe promoter's shareholding in order to comply Regulation 31(2) of the SEBI (LODR)Regulations 2015; 5

5. In respect of improper composition of Audit Committee; Owing to resignation ofIndependent Director the Composition of Audit Committee was improper. However Company hasappointed Independent Director w.e.f. 12th June 2020;

6. In respect of improper composition of Nomination and Remuneration committee; Owingto resignation of Independent Director the Composition of Nomination and RemunerationCommittee is improper. Further the company is in search of suitable candidate;

6 In respect of functioning of website of the Company; The Company has taken suitablesteps to make it functional.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company has not carried out any Manufacturing activity therefore there is noinformation to report with respect to conservation of energy and technology absorption.The Company has no export & import during the period therefore there is no foreignexchange earnings and expenditure.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed herewith as "Annexure B"and forms an integral part of this Report and is also available on the website of thecompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's Policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of accounting records and the timely preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. These are routinely tested and certified by Statutory aswell as Internal Auditor. Significant audit observations and corrective action arereported to the Audit Committee.

The concerned executives monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee.

Pursuant to the provisions of Section 177(10) of the Act read with the Companies(Meetings of Board and its Powers) Rules 2014 your Company has a Vigil Mechanism namelyWhistle Blower Policy for directors employees and business partners to report genuineconcerns about unethical behavior actual or suspected fraud or violation of yourCompany's code of conduct or ethics policy and to ensure that whistleblower is protected.

DEPOSITS

The Company has not accepted any public deposits during the year under review.INSURANCE

The Company continues to carry adequate insurance for all assets against unforeseeableperils.

CORPORATE GOVERNANCE

In terms of the Regulation 15(2)(a) of SEBI (LODR) Regulations 2015 the compliancewith the Corporate Governance provisions shall not apply in respect of the listed entityhaving paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year.

As per the above mentioned criteria provisions of Corporate Governance is notapplicable on the Company and therefore the Company is not required to comply with theprovisions of Corporate Governance as specified in SEBI (LODR) Regulations 2015. Howeverthe Company is voluntarily complying with most of the provisions.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules are provided in "Annexure C" forming partof this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace inaccordance with the provisions of Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013. The policy aims at prevention of harassment ofwomen employees and lays down the guidelines for identification reporting and preventionof sexual harassment. There is an Internal Complaints Committee which is responsible forredressal of complaints related to sexual harassment and follows the guidelines providedin the policy.

Further in terms of the provisions of the SEBI LODR the details in relation to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013for the financial year ended on 31st March 2021 are as under:

1. Number of complaints pertaining to sexual harassment filed during the financial year NIL
2. Number of complaints pertaining to sexual harassment disposed off during the financial year NIL
3. Number of complaints pertaining to sexual harassment pending as at the end of the financial year NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016:

During the year under review there was no application made or pending proceeding underthe Insolvency and Bankruptcy Code 2016.

DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION(FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review the company has not taken any loan from the Bank or FIhence there was no such valuation done.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forming part of this report as required underRegulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred as SEBI (LODR)Regulations 2015 is attached separately to this Annual Report "Annexure D".

COVID 19 IMPACT

Due to the outbreak of Coronavirus (COVID-19) declared as pandemic by the World HealthOrganization the nationwide lockdown was imposed by the Central and State Government(s)to control the spread of the disease. The Company ensured the health and safety of allinvolved stakeholders by enforcing all published Government guidelines for socialdistancing and safety. As per the resumption plan of the Company operations will beramped-up gradually aligned with the market outlook.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting financial position of your Company haveoccurred between the end of the financial year of the Company to which FinancialStatements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS

During the year under reviewed there was no such significant and material order passedby the regulators/courts/tribunals impacting the going concern status and Company'soperations in future.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of theapplicable Secretarial Standards issued by The Institute of Companies Secretaries of Indiaand such system are adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors would like to express their gratitude for the valuable assistance andcooperation received from shareholders banks government authorities customers andvendors. Your Directors also wish to place on record their appreciation for the committedservices of all the employees of the Company.

The Board also wishes for better health of its stakeholders and hope for fast recoveryfrom the current pandemic and look for prosperity growth and constructive building of ourcountry and world at large.

The Board specially thank to the shareholders for their continued confidence and faithin the C ompany

For and on behalf of the Board
Raghunandan Khandelwal Gyan Chand Sharma
Place: Mumbai (Managing Director and CFO) (Director)
Date: 02-08-2021 (DIN: 00401113) (DIN: 03554350)

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