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Vindhya Telelinks Ltd.

BSE: 517015 Sector: Engineering
NSE: VINDHYATEL ISIN Code: INE707A01012
BSE 00:00 | 24 Sep 1121.95 -11.50
(-1.01%)
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1128.15

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1138.10

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1114.05

NSE 00:00 | 24 Sep 1120.60 -11.75
(-1.04%)
OPEN

1139.00

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1114.55

OPEN 1128.15
PREVIOUS CLOSE 1133.45
VOLUME 1353
52-Week high 1499.00
52-Week low 662.35
P/E 12.29
Mkt Cap.(Rs cr) 1,330
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1128.15
CLOSE 1133.45
VOLUME 1353
52-Week high 1499.00
52-Week low 662.35
P/E 12.29
Mkt Cap.(Rs cr) 1,330
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vindhya Telelinks Ltd. (VINDHYATEL) - Director Report

Company director report

TO THE SHAREHOLDERS

The Board of Directors has the pleasure of presenting its Thirty Seventh Annual Reportof the business and operations of your Company together with the Audited FinancialStatements of the Company for the financial year ended March 312020.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY'S AFFAIRS

Description

Amount

2019-20 2018-19
Revenue from Operations 188319.31 209536.95
Other Income 1893.51 1332.34
Earnings before Finance Costs Depreciation and Tax 27907.02 35303.84
Finance Costs 9701.54 7624.25
Profit before Depreciation and Tax 18205.48 27679.59
Depreciation and Amortization 2073.24 1990.46
Profit before Tax 16132.24 25689.13
Tax Expenses / (Credit) 3442.72 8823.61
Net Profit for the year 12689.52 16865.52

The financial statements for the financial year ended March 31 2020 have been preparedin accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act2013 read with the Companies (Indian Accounting Standards) Rules 2015 as amended fromtime to time.

GENERAL & CORPORATE MATTERS

Your Company continues to operate in two business segments i.e. Cables and EngineeringProcurement and Construction (EPC).

During the year under review your Company achieved Revenue from Operations of Rs188319.31 lakhs as compared to Rs 209536.95 lakhs in the previous year a decline of about10.13%. The revenue from exports increased to Rs 3580.84 lakhs as compared to Rs 2760.44lakhs during the previous year. During the year under review the EPC business segmentshown a slight decline in revenue of 0.58% whereas Cables business segment has registereda decline of 37.52 % in Revenue in comparison with the previous financial year due tosevere contraction in demand for Optical Fibre Cables coupled with pricing pressures dueto excess capacity globally and elevated inventory levels of Optical Fibre. The Profitbefore Depreciation and Tax for the year stood at Rs 18205.48 lakhs as compared to Rs27679.59 lakhs in the previous year. The detailed operational working of your Company forthe year is provided in the Management Discussion and Analysis forming a part of thisReport.

The demand slowdown in Optical Fibre Cable business started from third quarter of theyear under review and continued thereafter following the outbreak of COVID-19 pandemicwhich impaired the business activities due to contraction in demand globally. The extendedbusiness shutdown has further worsened the economic activities including plummeted networkdemand due to roll out constraints.

The corona virus has recently drawn much attention to the digital divide and ischanging perception of the internet from a superfluous luxury to a crucial socialnecessity. The lockdown prompted by the Covid-19 pandemic has demonstrated the extent ofour reliance on mobile and fixed broadband networks as millions of people are depending ontheir internet connection to work and study and play from home. In order to close theurban-rural digital divide optical fibre cable connectivity needs to be deployed widelyfor augmenting broadband access in the country as a step towards digital economy. With theincreasing demand of high speed and resilient broadband which has to accelerate leap andbonds post Covid-19 pandemic your Company's vast experience in the field of telecom andoptical fibre connectivity infrastructure will surely have a positive impact on its futureendeavours due to compelling value proposition for telecom service providers. Your Companybelieves that extensive coverage of optical fibre based digital communicationinfrastructure will support deployment on 5G mobile networks FTTx fixed network cloudand edge data centres and shall be a key enabler for telecom industry transformationtogether with software innovation to secure new source of revenue for telecom serviceproviders.

The need of modernizing the Railway network was felt by the government and theaggressive Railway Network augmentation and expansion has created sizeable opportunitiesfor Railway Quad and Signaling Cables. Your Company is well entrenched into Railway Quadand Signalling Cable business as well to reap the benefits in terms of improved businessprospects. Further with the successful commissioning of Electron Beam Cross Linkingproduction facility for manufacturing solar energy cables and requisite TUV certificationfor E-Beam products your Company is now fully equipped to reap the emerging opportunitiesfor supplying cables in the renewable energy ship building and other sectors with itsbest-in-class quality and state-of-the-art facilities.

The EPC Division of your Company is well entrenched player in the Services sector andcreating large scale infrastructure for business verticals like Telecommunicationsincluding Optical Fibre Cable networks under IP-1 licence and telecom networks systemintegration Power Rural Electrification Sewerage pipeline networks Lift Irrigationprojects etc. and thereby earning a very good name for quality work done and consequentlyearning a ‘Mark of Trust Rs in the respective verticals.

DIVIDEND AND RESERVES

After considering the Company's profitability free cash flow and overall financialperformance the Board of Directors of your Company is pleased to recommend a Dividend ofRs 10/- (previous year Rs 12/-) per equity share of face value Rs 10/- each (i.e.100%) forthe financial year ended on March 312020. The payment of Dividend will be subject todeduction of Tax at source as per the prescribed rate under Income Tax Act 1961. Thedistribution of Dividend on equity shares if approved by the Members at the ensuingAnnual General Meeting.

During the year under review the Ministry of Corporate Affairs Government of Indiavide it's notification dated August 16 2019 amended the Companies (Share Capital andDebenture) Rules 2014 by relaxing the requirement of creation of Debenture RedemptionReserves. Accordingly the balance of Rs 2085.00 Lakhs lying credited in DebentureRedemption Reserve has been transferred in General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31 2020 stood at Rs1185.00 Lakhs. During the year under review the Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor has granted stock options orsweat equity under any scheme. Further none of the Directors of the Company holdsinvestments convertible into equity shares of the Company as on March 312020.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits during the year within the meaning ofSection(s) 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014 and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the Balance Sheet.

Your Company continued to optimise Bank borrowings by focusing on cash flows andworking capital management. Moreover by availing alternate funding options like issuanceof Commercial Papers at a very competitive coupon rate(s) reduction in charges fornon-fund based credit facilities and resorting to Supplier's Credit at a competitivepricing etc. your Company ensured efficiency in borrowings cost.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time(“Listing Regulations”)the Management Discussion and Analysis Report onCorporate Governance and a Certificate by the Managing Director & CEO confirmingcompliance by all the Board Members and Senior Management Personnel with Company's Code ofConduct and Auditors Rs Certificate regarding compliance of conditions of CorporateGovernance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility (CSR) your Companyhas undertaken CSR projects and programmes in the areas of (i) Animal welfare;(ii)Promoting healthcare including preventive healthcare; (iii) Promoting educationincluding employment enhancing vocation skills especially among children and girls andlivelihood enhancement projects; and (iv) Ensuring Environmental Sustainability andEcological Balance Conservation of Natural Resources and maintaining quality of Soil Airand Water in and around the local area where the Company operates and also in other partsof India. These activities are largely in accordance with Schedule VII of the CompaniesAct 2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 and theCompany's CSR Policy.

The Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is given in Annexure-I which is attached hereto andforms a part of the Directors Rs Report. The Corporate Social Responsibility Policy of theCompany is available on the website of the Company i.e. www.vtlrewa.com.

DIRECTORS Rs RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the annual financial statements for the year ended March312020 the applicable accounting standards read with requirements set out under ScheduleIII to the Companies Act 2013 have been followed and there are no material departuresfrom the same;

(b) that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 312020 and of the profit of the Company for the year ended onthat date;

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

(d) that the annual financial statements have been prepared on a going concern basis;

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

(f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's system of financial and compliance controls with reference to thefinancial statements and risk management is embedded in the business process by which theCompany pursues its objectives. Additionally the Audit Committee and the Board ofDirectors assess and monitor regularly the framework for identification evaluation andprioritization of risks mechanism to mitigate risks process that methodically trackgovernance objectives risk ownership/accountability compliance with policies anddecisions that are set through the governance process risks to those objectives andservices and effectiveness of risk mitigation and controls besides inherent risksassociated with the products/goods and services dealt with by the Company as well asexecution of turnkey projects of EPC business segment. Your Company's approach to addressbusiness risks and compliance functions is comprehensive across both the business segmentsand includes periodic review of such risks and a framework for mitigating and reportingmechanism of such risks. In the opinion of the Board of Directors there are no materialrisks which may threaten the existence of the Company.

The Company has laid down the policies and procedures for internal financial controlsfor ensuring the orderly and efficient conduct of its business in order to achieve thestrategic operational and other objectives over a long period and that its exposure torisks are within acceptable limits. In addition the policies and procedures have beendesigned with an intent to ensure safeguarding of Company's assets the prevention anddetection of frauds and errors the accuracy in completeness of the accounting records andthe timely preparation of reliable financial information.

The management is committed to ensure effective internal financial controlsenvironment which provides assurance on the efficiency of Company's business operationscoupled with adherence to its established policies safety/security of its assets besidesorderly and legitimate conduct of business in the circumstances which may reasonably beforeseen. The Company has defined organisation structure authority levels delegatedpowers internal procedures rules and guidelines for conducting business transactions.The Company's system and process relating to internal controls and procedures forfinancial reporting have been designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with the Companies Act 2013 Companies (Indian AccountingStandards) Rules 2015 and other relevant provisions of the Act and rules made thereunderand all other applicable regulatory/statutory guidelines etc. for disclosures withreference to financial statements.

Your Company's internal control systems are supplemented by an extensive program ofinternal audit by an independent firm of Chartered Accountants. Internal audits areconducted at regular intervals and a summary of the observations and recommendations ofsuch audits are placed before the Audit Committee. The Internal Auditors as well as theAudit Committee conduct an evaluation of the adequacy and effectiveness of the system ofinternal financial controls system on an ongoing basis.

The Board has also implemented systems to ensure compliance of all applicable laws tothe Company which were effective and operative. At quarterly intervals the CompanySecretary & Compliance Officer places before the Board a certificate alongwith adetailed statement certifying compliance of various laws and regulations as applicable tothe business and operations of the Company after obtaining confirmation from allfunctional heads responsible for compliance of such applicable laws and regulations. TheCompany Secretary is responsible for compliance of corporate laws including the CompaniesAct 2013 SEBI Act and rules/guidelines other corporate laws/rules and regulations andListing Regulations including any statutory amendment(s) modification(s) or enactment(s)thereto to the extent apply and extend to the Company.

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize andappreciate the sincere and hard work loyalty dedicated efforts and contribution of allthe employees in the continued satisfactory financial performance of the Company. Despiteadverse and challenging business environment the enthusiasm and unstinting efforts of theemployees have enabled your Company to remain at the forefront of the industry.

Your Company continues to accord a very high priority to both industrial safety andenvironmental protection and these are ongoing process at the Company's plant andfacilities and also at respective project sites to maintain high awareness levels. TheCompany has stressed the need to adopt the highest safety standards on projects undertakenby the Engineering Procurement and Construction (EPC) business segment with the emphasison ensuring safety on all projects under execution. Your Company is conscious of theimportance of environmentally clean and safe operations so as to ensure safety of allconcerned and compliance of applicable environmental regulations and to this end workingcontinuously towards reduction in waste for disposal. The Company as a policy re-evaluatessafety standards and practices from time to time in order to raise the bar of safetystandards for its people as well as users and customers.

RECOGNITION

Yours Company's manufacturing facilities continue to remain certified by independentand reputed external agency as being compliant as well as aligned with the externalstandards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.0/R5.5 H

Environmental Management System as per ISO 14001:2015 Occupational Health and SafetyManagement System as per OHSAS 18001:2007 and Information Security Management System asper ISO 27001:2013. During the year the audits for these Certifications establishedcontinuous improvement in performance against these standards.

DIRECTORS

During the year members by way of Special Resolution passed at the 36th Annual GeneralMeeting of the Company held on 5th August 2019 have re-appointed Smt. Kiran Aggarwal(DIN:06991807) as Independent Director of the Company not liable to retire by rotationfor a second term of five consecutive years with effect from 10th November 2019 to 9thNovember 2024.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Pracheta Majumdar (DIN:00179118) Director shallretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment as a Director of the Company. The Board recommends hisre-appointment for the consideration of the members of the Company at the ensuing AnnualGeneral Meeting.

Having regard to the qualifications expertise wide range of professional experienceand long association of Shri Y.S. Lodha [DIN 00052861] with the Company and consideringthe overall performance of the Company and its growth during his tenure the Board ofDirectors of the Company based on recommendation of Nomination and Remuneration Committeehas approved re-appointment and terms of remuneration of Shri Y.S. Lodha as ManagingDirector and Chief Executive Officer of the Company for another term of 5 (five)consecutive years with effect from 4th November 2020 subject to approval of shareholdersat the ensuing Annual General Meeting of the Company.

The brief resume and other details of Director/Managing Director recommended forappointment/re-appointment as required under Regulation 36(3) of the Listing Regulationsand Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in theAnnexure to the Notice of the ensuing Annual General Meeting which is being sent to theshareholders along with the Annual Report.

BUSINESS RESPONSIBILTY REPORT

In compliance with the Regulation 34(2) of the Listing Regulations the BusinessResponsibility Report for the year ended March 31 2020 and the required disclosuresthereunder form an integral part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha Managing Director & CEO Shri Saurabh Chhajer Chief FinancialOfficer and Shri Satyendu Pattnaik Company Secretary are the Key Managerial Personnel ofthe Company. Shri Satyendu Pattnaik was appointed as the Company Secretary of the Companywith effect from August 9 2019 in place of Shri Rajesh Ramnani who resigned from thepost of Company Secretary of the Company with effect from the close of Business hours ofJune 19 2019.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J. Veeraraghavan Shri S.K. MisraShri R.C. Tapuriah Shri Shiv Dayal Kapoor and Smt. Kiran Aggarwal have severally given adeclaration pursuant to Section 149(7) of the Companies Act 2013 that they meet thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013.They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) ofthe Listing Regulations affirming compliance to the criteria of Independence as providedunder Regulation 16(1)(b) of the Listing Regulations. The Independent Directors haveindividually confirmed that they are not aware of any circumstances or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence. Based on the declarations and confirmations of the Independent Directors andafter undertaking due assessment of the veracity of the same the Board of Directorsrecorded their opinion that all the Independent Directors are independent of theManagement and have fulfilled all the conditions as specified under the governingprovisions of the Companies Act 2013 and the Listing Regulations.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review the Board met 4 times viz. on May 16 2019 August 92019 November 9 2019 and February 7 2020.

As required under Section 177(8) read with Section 134(3) of the Companies Act 2013and the rules framed thereunder the composition and meetings of the Audit Committee werein line with the provisions of the Companies Act 2013 and the Listing Regulationsdetails of which alongwith composition number of meetings of all other Board Committeesheld during the year under review and attendance at the meetings are provided in theReport on Corporate Governance forming a part of the Annual Report. During the year underreview all the recommendations of the Audit Committee were accepted by the Board ofDirectors.

PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act 2013 and Listing Regulations and theGuidance Note on Board Evaluation issued by SEBI the Board of Directors of the Companycarried out the formal annual evaluation of its own performance and that of its Committeesand individual Directors interalia to assess the skill set and contribution that aredesired recognising that competencies and experiences evolves over time. The evaluationprocess also covered various aspects of the Board functioning such as composition of theBoard and its Committees experience and competencies performance of specific duties andobligations governance issues etc. The process was conducted with the underlyingobjective of taking best possible decisions in the interest of the Company and itsstakeholders. The Directors were individually evaluated on well-defined parameters whichinteralia comprised of level of engagement and their contribution to strategic planningand other criteria based on performance and personal attributes of the Directors. Duringthe process of evaluation the Board of Directors also considered the criteria forevaluation of performance of Independent Directors and the Board of Directors formulatedby the Nomination and Remuneration Committee. The Board of Directors also reviewed anddeliberated the review of performance of the Chairman (taking into account the views ofnon-executive directors and the Managing Director) the Non-Independent Directors and theBoard as a whole carried out by the Independent Directors. In conclusion the Board ofDirectors was satisfied with the performance and functioning of the Board its Committeesand individual members. The manner in which formal annual evaluation has been carried outby the Board of Directors is given in the Report on Corporate Governance which forms apart of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC) has adopted a terms of reference which interalia deals withthe criteria for identification of members of the Board of Directors andselection/appointment of the Key Managerial Personnel/Senior Management Personnel of theCompany. The NRC recommends appointment of Director/ appointment or re-appointment ofManaging Director based on their qualifications expertise positive attributes andindependence/ professional expertise in accordance with prescribed provisions of theCompanies Act 2013 and rules framed thereunder and Listing Regulations. The NRC inaddition to ensuring diversity of race and gender also considers the impact the appointeewould have on Board's balance of professional experience background view points skillsand areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee has also adopted the Remuneration Policy for the Directors KeyManagerial Personnel and Senior Managerial Personnel. The guiding principles of theRemuneration Policy are stated in the Report on Corporate Governance which forms part ofthe Annual Report. The Remuneration Policy is uploaded on the website of the Company andthe weblink of the same ishttp://vtlrewa.com/pdf/remuneration-policy-vtl.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraudand mis-management if any and conducting business with integrity including inaccordance with all applicable laws and regulations. No employee has been denied access tothe Vigilance Officer as well as Chairman of the Audit Committee. The details of the VigilMechanism and Whistle-Blower Policy are explained in the Report on Corporate Governanceand also posted on the website of the Company.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 and have the audit of itscost records conducted by a Cost Accountant is applicable in respect of certain specifiedproducts of the company and accordingly such accounts and records are made and maintainedby the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co. Chartered Accountants (Firm Registration No.109208W)holds office of the Auditors of the Company until the conclusion of the ensuing 37th AGMof the Company. Under Section 139 of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate Statutory Auditors on completion of the maximum termpermitted under the provisions of the Companies Act 2013. In line with the aboverequirements the Board of Directors on the recommendation of the Audit Committee hasrecommended to the members for appointment of Messrs BGJC & Associates LLP CharteredAccountants (Registration No.003304N) as Auditors of the Company for a term of five (5)consecutive years commencing from the conclusion of 37th AGM till the conclusion of the42nd AGM in place of Messrs V. Sankar Aiyar & Co. Chartered Accountants. Messrs BGJC& Associates LLP Chartered Accountants has consented to the said appointment andconfirmed that their appointment if made would be within the limits specified underSection 141(3)(g) of the Act. They have further confirmed that they are not disqualifiedto be appointed as statutory auditors in terms of the provisions of the proviso to Section139(1) Section 141(2) and Section 141(3) of the Act and the provisions of the Companies(Audit and Auditors) Rules 2014. The Board placed on record its appreciation for thecontribution of Messrs V. Sankar Aiyar & Co. Chartered Accountants during theirtenure as Statutory Auditors of the Company.

The Board of Directors has on the recommendation of the Audit Committee re-appointedMessrs D. Sabyasachi & Co. Cost Accountants (Registration No. 000369) as CostAuditors for conducting the audit of the cost records maintained by the Company in respectof certain specified products of the Company covered under the Companies (Cost Records andAudit) Rules 2014 and fixed their remuneration based on the recommendation of the AuditCommittee. The remuneration together with applicable tax thereon and reimbursement of outof pocket expenses to be paid to the Cost Auditors is subject to ratification by themembers in the ensuing Annual General Meeting of the Company. The Cost Audit Report inrespect of applicable specified products for the financial year ended March 312019 wasfiled by the Company on September 2 2019.

AUDITORS Rs REPORT

The Auditors Rs Report on the financial statements of the Company forms a part of theAnnual Report. There is no qualification reservation adverse remark disclaimer ormodified opinion in the Auditors Rs Report which calls for any further comments orexplanations. Further during the year under review the Auditors have not reported anymatter under Section 143(12) of the Companies Act 2013 therefore no detail is requiredto be disclosed in pursuance to Section 134(3) (ca) of the Companies Act 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Messrs R.K. Mishra& Associates Practicing Company Secretaries (PCS Registration no.14474) wereappointed to undertake the Secretarial Audit of the Company for the year ended March312020. The Report of the Secretarial Auditor is given in the prescribed form inAnnexure-II which is attached hereto and forms a part of the Directors Rs Report.

Observation or other remarks made by Messrs R.K. Mishra & Associates in theSecretarial Audit Report which is self explanatory and do not call for any comments orexplanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions ofapplicable Secretarial Standards. During the year under review your Company has compliedwith applicable provisions of Secretarial Standard on Meetings of the Board of Directors(SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during thefinancial year under review were generally on arms Rs length basis and in the ordinarycourse of business. The disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in prescribed Form AOC-2 is given in Annexure III which is attached hereto and formsa part of the Directors Rs Report. There are no material significant related partytransactions entered into by the Company with its Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee forits review and approval. Prior omnibus approval of the Audit Committee is obtained on anannual basis for a financial year for the transactions which are of a foreseen andrepetitive in nature. The statement giving details of all related party transactionsentered into pursuant to the omnibus approval together with relevant documents/informationare placed before the Audit Committee for review and updation on quarterly basis. TheCompany's Policy on materiality of Related Party Transactions and dealing with RelatedParty Transactions as approved by the Board of Directors is uploaded on the Company'swebsite and can be accessed at weblink: http://www.vtlrewa.com/pdf/RPTPolicy%20_VTL.pdf.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

Your Company has three wholly owned subsidiaries namely August Agents Limited InsilcoAgents Limited and Laneseda Agents Limited. None of the subsidiary companies is a materialnon-listed Indian Subsidiary company as defined under Regulation 24(1) of the ListingRegulations. During the year under review there was no change in the number ofsubsidiaries or in nature of business of subsidiaries. The subsidiaries have achievedsatisfactory financial performance during the year under review.

Birla Visabeira Private Limited an existing joint venture company and also anAssociate Company within the meaning of Section 2(6) of Companies Act 2013 and ispresently engaged predominantly in EPC and Operation & Maintenance businesses in thetelecommunications and allied infrastructure sectors. The joint venture's financialperformance was in consonance with planned business strategy.

Apart from Birla Visabeira Private Limited Universal Cables Ltd. (UCL) BirlaCorporation Ltd. (BCL) and Punjab Produce Holdings Ltd. (PPHL) are Associate companieswithin the meaning of Section 2(6) of the Companies Act 2013 read with definition of theterm ‘Associate Rs as per Indian Accounting Standard (Ind AS)-28. BCL have achievedsustained growth in business with improved financial performances during the year underreview and the financial performance of UCL and PPHL was satisfactory.

A Statement containing the salient features of the financial statements ofsubsidiaries associate companies and a joint venture as prescribed under the firstproviso to sub-section (3) of section 129 of the Companies Act 2013 read with rule 5 ofThe Companies (Accounts) Rules 2014 is attached as per the prescribed format and forms apart of the Annual Report. In accordance with the provisions of Section 136 of theCompanies Act 2013 and the amendments thereto read with Listing Regulations the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and financial statements of the subsidiary companies will beavailable on the Company's website www.vtlrewa.com.

A report on the performance of financial position of each of three wholly ownedsubsidiaries three associate companies and a joint venture company as per the provisionsof the Companies Act 2013 is provided as part of the consolidated financial statementsand hence not repeated herein for the sake of brevity.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company as of and for the yearended March 312020 have also been prepared in the same form and manner as that of theCompany and are in accordance with the applicable provisions of the Act and the rules andregulations made thereunder read with Indian Accounting Standard (Ind AS)-110“Consolidated Financial Statements” and Indian Accounting Standard (Ind AS)-28“Accounting for Investments in Associates and Joint Ventures” forms a part ofthe Annual Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loans Guarantees and Investments in pursuance to Section 186 of theCompanies Act 2013 have been disclosed in the financial statements read together withNotes annexed to and forming an integral part of the financial statements.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatement of disclosure of remuneration and such other details as prescribed therein aregiven in Annexure-IV which is attached hereto and forms a part of the Directors RsReport.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 is given in Annexure V which is attached hereto and forms part of the Directors RsReport which is also placed on the Company's website at http://vtlrewa.com/pdf/MGT-9-VTL.pdf.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are given in Annexure- VIwhich is attached hereto and forms a part of the Directors Rs Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earning and Outgo are given in Annexure-VII which isattached hereto and forms a part of the Directors Rs Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or events on these items during the yearunder review:

(a) The Managing Director of the Company does not receive any remuneration orcommission from any of the subsidiaries of the Company.

(b) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status of the Company and its operations infuture.

(c) The Company has zero tolerance towards sexual harassment at workplace and hasadopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace and has also constituted an Internal Complaints Committee in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules made thereunder. During the year under review no case wasfiled or reported in pursuance to the provisions of the said Act.

(d) There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report save and except severecontraction in business activities due to extended lockdown imposed by the Central andState Government authorities in India considering public health and safety due to outbreakof COVID-19 pandemic.

(e) No frauds were reported by the Auditors in terms of Section 143(2) of the CompaniesAct 2013 and rules if any made thereunder.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciations for the excellentassistance and co-operation received from the State Government and continued supportextended to the Company by the bankers investors vendors and esteemed customers andother business associates/institutions. Your Directors also wish to place on record theirsincere thanks and infinite appreciations to all the employees of the Company for theirunstinted commitment and valuable contribution in the improved financial performance ofthe Company.

For and on behalf of the Board of Directors

Harsh V.Lodha Y.S. Lodha
Chairman Managing Director & CEO
(DIN: 00394094) (DIN: 00052861)
Place : Satna
Date : June 12020

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