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Vishal Bearings Ltd.

BSE: 539398 Sector: Engineering
NSE: N.A. ISIN Code: INE060T01024
BSE 00:00 | 27 Jan 73.80 -0.90
(-1.20%)
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73.55

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76.40

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NSE 05:30 | 01 Jan Vishal Bearings Ltd
OPEN 73.55
PREVIOUS CLOSE 74.70
VOLUME 2500
52-Week high 93.00
52-Week low 42.65
P/E 15.74
Mkt Cap.(Rs cr) 80
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.55
CLOSE 74.70
VOLUME 2500
52-Week high 93.00
52-Week low 42.65
P/E 15.74
Mkt Cap.(Rs cr) 80
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vishal Bearings Ltd. (VISHALBEARINGS) - Director Report

Company director report

Dear Shareholders

Your directors are pleased to present the 31st Annual Report of Vishalbearings Limited (the "Company") along with the audited Financial Statementsfor the financial year ended 31st March 2022 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Company’s financial results for the Financial Year 2021-2022 isas under:

Financial Particulars For the year ended March 31
2022 (In Lacs) 2021 (In Lacs)
Revenue from operations 10817.44 5771.37
Other Incomes 100.42 34.10
Total revenues 10917.86 5805.47
Cost of Material consumed 6565.31 3584.20
Changes in Inventory 107.79 (37.40)
Employee Benefit expense 1194.61 776.35
Finance Costs 304.72 248.60
Depreciation and amortization expense 367.43 365.40
Other expenses 1436.60 805.86
Total Expenses 9976.47 5743.014
Profit before tax 941.39 62.46
Tax expense 264.98 22.63
Profit for the year 676.41 39.84

OPERATIONAL OVERVIEW

The financial statements for the year ended March 31 2022 have been prepared underIndian Accounting Standards ("Ind AS") pursuant to notification by the Ministryof Corporate Affairs under the Companies (Indian Accounting Standards) Rules 2015 asamended.

The total revenues for the financial year under review was ? 10917.86 as against?5805.47 Lacs for the previous financial year. The Profit was ?676.41 for the financialyear under review as against ?39.84 for the previous financial year.

IMPACT OF COVID-19

The impact of COVID-19 pandemic on the overall economic environment has receded to agreat extent. Your company is consciously exploring and evaluating various opportunitiesthat are arising in the new economic scenario.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the CompaniesAct 2013 read with Companies (Acceptance of Deposit) Rules 2014 during the FinancialYear 2021-2022.

TRANSFER TO RESERVES

In view of the profit incurred such amount has been transferred to reserves during theyear under review.

DIVIDEND

During the year under review the Company has not recommended and declared dividend bythe Board of Directors.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31 2022 stood at Rs. 10.79 crore. Duringthe year under review the Company has neither issued shares with differential votingrights nor granted stock options nor sweat equity and none of the Directors of theCompany hold any convertible instruments.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears onaccount of payment of listing fees to the Stock Exchanges.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant todematerialization of shares the company has entered into an agreement with NSDL &CDSL.

As on March 312022 100% of the share capital of the company is dematerialized.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act 2013 the Company listed under BSESME Platform were migrated and admitted to dealings on the Mainboard Platform of BSE inthe list of "B" Group w.e.f. 31st May 2021 vide BSE Notice No. 20210527-5 dated27th May 2021.

there are no material changes and commitments affecting the financial position of yourCompany which have occurred between the close of the financial year of the Company on 31stMarch 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Sections 2(51) and 203 of Companies Act 2013 read with Rule8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014following persons are acting as directors and Key Managerial Personnel of the Company:

1. Managing Director Mr. Dilipkumar Changela
2. Whole time director Mr. Hiralal Changela
3. Whole time director Mr. Vrajlal Changela
4. Chief Financial Officer Mr. Vishal Changela
5. Chief Executive Officer Mr. Divyesh Changela
6. Company Secretary Mr. Ketankumar Savaliya

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) and SS-2 issued by ICSIthe brief resume of the Directors proposed to be appointed/re-appointed is given in thenotice convening the 31st Annual General Meeting.

In accordance with provisions of the Companies Act 2013 and Articles of Association ofthe Company Mr. Vrajlal Changela Director of the Company retires by rotation at theensuing AGM and being eligible offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence and that there has been nochange in the circumstances which may affect their status as independent director duringthe year as prescribed under sub-section (6) of Section 149 of the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure requirements)Regulations 2015.

Further the names of the Independent Directors of the Company have been included in theData bank maintained by the Indian Institute of Corporate Affairs of Independent directorsas per the provisions of the Companies Act 2013 and the rules made thereunder.

BOARD EVALUATION

The Companies Act 2013 states that a formal Annual Evaluation needs to be made by theBoard of its own performance and that of its committees and individual Directors.Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationframework. Pursuant to these provisions the Company has developed a framework for theBoard evaluation. The framework includes evaluation on various parameters such asinformation flow Board dynamics decision making company performance and strategy Boardand committee’s effectiveness and peer evaluation.

The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

During the year 2021-22 Directors met discussed and reviewed the below:

• Performance of Non-Independent Directors

• Performance of the Chairman

• Performance of the Board Committees

• Discussed on the quality quantity and timeliness of flow of information betweenthe Company management and the Board Members.

• Overall performance of the Company.

The Nomination and Remuneration Committee is responsible for the formulation ofcriteria for evaluation.

FAMILIARISATION PROGRAM FOR THE BOARD MEMBERS

Your Company has in place a structured induction and familiarisation program for allits directors including Independent Directors and new appointee(s) to the Board. Throughsuch programs the Directors are briefed on the background of your Company their rolesrights responsibilities nature of the industry in which it operates business modeloperations ongoing events etc.

The Board members are provided with the necessary documents brochures reports andinternal policies to enable them to familiarise with the Company’s procedure andpractice.

Periodic presentations are made at the Board Meetings Board Committee Meetings andIndependent Directors Meetings on business and overall performance updates of the Companybusiness strategy and risk involved.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement your Directors make the followingstatements:

(a) in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

(b) we have selected such accounting policies and applied them 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 as at March 31 2022 and of the profit of thecompany for the year ended on that date;

(c) we have taken proper and sufficient care 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; theDirectors have prepared the annual accounts of the Company on a "Going Concern"basis;

(d) we have prepared the annual accounts on a going concern basis;

(e) we have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;

(f) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

MEETINGS OF THE BOARD

The Meetings of the Board and Committees are pre-scheduled and a tentative calendar ofthe meetings finalized in consultation with the Directors is circulated to them in advanceto facilitate them to plan their schedule. In case of special and urgent business needsapproval is taken by passing resolutions through circulation. During FY21-22 six (6)Board Meetings were held. Other details including the composition of the Board and variousCommittees and Meetings thereof held in FY21-22 are given in the Corporate GovernanceReport forming part of this Report.

MEETING OF THE INDEPENDENT DIRECTORS

During the year one (1) Meetings of Independent Directors were held on February 122022. All Independent Directors have given a declaration that they meet the criteria ofIndependence and in the opinion of the Board the Independent Directors fulfill thecondition of Independence as laid down under the Act and Listing Regulations.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is constituted to act in accordance withthe terms of reference and perform roles as prescribed under the Act and ListingRegulations. The composition of the Audit Committee its terms of reference roles anddetails of Meetings convened and held during the year under review is given in theCorporate Governance Report forming part of this Report.

During the year under review all the recommendations of the Audit Committee wereaccepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted to act in accordance with theterms of reference and perform roles as prescribed under the Act and Listing Regulations.The composition of the Nomination and Remuneration Committee its terms of referenceroles and details of Meetings convened and held during the year under review is given inthe Corporate Governance Report forming a part of this Report.

SHAREHOLDER'/INVESTORS RELATIONSHIP COMMITTEE

The Company has in place a Shareholder/Investors Relationship Committee in accordancewith the requirements of the Companies Act 2013 read with the rules made thereunder andRegulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015. Composition of Shareholder’/Investors Relationship Committee is given inCorporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has in place a Corporate Social Responsibility Committee in accordance withthe requirements of the Companies Act 2013 read with the rules made there under and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. Composition ofCorporate Social Responsibility Committee is given in Corporate Governance Report.

VBL firmly believes in growing the business in a socially and environmentallyresponsible way while meeting the interests of all its stakeholders. Our Company iscommitted to improving the lives of the community it works with and reducing impact of itsoperations on the environment it draws its resources from.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

During the year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.

STATUTORY AUDITORS

Pursuant to section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. SVK & Associates Chartered Accountants (FirmRegistration No. 118564W) re- appointed as Statutory Auditor of the company to hold officefor second term of the five years. Pursuant to amendments in Section 139 of the CompaniesAct 2013 the requirements to place the matter relating to such appointment forratification by members at every AGM is not required. The Auditors have confirmed thatthey are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report donot contain any qualification reservation adverse remark or disclaimer.

INTERNAL AUDIT

The Board has appointed M/s. P. Ghanshyam & Co. Chartered Accountants as InternalAuditors for a period of 1 (One) year for Financial Year 2021-22 under Section 138 of theCompanies Act 2013 and they have completed the Internal Audit as per the scope as definedby the Audit Committee.

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 the Company hasappointed M/s. K. P. Ghelani & Associates Practicing Company Secretaries to conductSecretarial Audit for the financial year 2021-22 as required by Section 204 of theCompanies Act 2013 and rules made thereunder. The Company provided all assistance andfacilities to the Secretarial Auditors for conducting their audit. M/s. K. P. Ghelani& Associates has also conducted the Annual Secretarial Compliance pursuant to ListingRegulations 2015. The Secretarial Audit Report for the financial year ended 31st March2022 is annexed herewith.

There are no qualifications reservations or adverse remarks made by the SecretarialAuditor in his report.

COST AUDITOR

pursuant to section 148(3) of the Companies Act 2013 and rule 6(2) of the Companies(Cost records and Audit Rules) 2014 M/s. M.C. Bambhroliya & Associates (Mem. No.33005) be and are hereby appointed as the Cost Auditors of the company to conduct audit ofcost records made and maintained by the company for financial year 2022-2023.

AUDITOR'S QUALIFICATION

There are no qualifications in the reports of the Statutory Auditors and SecretarialAuditor. There was no instance of fraud during the year under review which is required tobe reported by Statutory Auditors in their reports as mentioned under sub-section (12) ofSection 143 of the Act.

MAINTENANCE COST RECORDS AND COST AUDIT

In terms of Section 148 of the Companies Act 2013 read with Rule 5 of Companies (CostRecords and Audit) Rules 2014 ("Cost Records Rules") as amended from time totime the Company maintained its Cost Records on regular basis in such manner whichfacilitates the calculation as may be prescribed by the Rules.

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of section 148(1) of the Companies Act 2013 are applicable for the businessactivities carried out by the Company. Your company has not applied to cost audit duringthe financial year FY 2021-22.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing the value and to ensure fairness to all itsshareholders. Your Company is renowned for its exemplary governance standards and believesthat sound corporate governance is critical to enhance and retain investor trust. YourCompany ensures that performance is driven by integrity.

The Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 have strengthened thegovernance regime in the country and your Company is in compliance with the governancerequirements provided under the law both in letter and spirit. The Board also exercisesits fiduciary responsibilities in the widest sense of the term.

Your Company has in place all the statutory committees required under the law. Detailsof the Board Committees along with their terms of reference composition and meeting ofthe Board and its Committees held during the year are provided in the Corporate GovernanceReport which is presented in a separate section forming part of the Annual Report.

A Certificate from CS. Keyur Ghelani Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance as stipulated under the aforesaidRegulation

34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion andAnalysis Report is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are appended as thisreport.

PARTICULARS OF REMUNERATION OF DIRECTORS & CERTAIN SPECIFIED EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 theratio of remuneration of each Director to the median of the employees’ remunerationa statement containing the names of top ten employees in terms of remuneration drawn andevery employee who is employed throughout the financial year are appended as this report.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013 copyof the Annual Return of the Company prepared in accordance with Section 92(1) of the Actread with Rule 11 of the Companies (Management and Administration) Rules 2014 an extractof the Annual Return in Form MGT-9 is attached as Annexure to this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statement provided in this Annual Report. These loans areprimarily granted for furtherance of business of the borrowing companies.

Your Company has not given any guarantee or provided any security in connection with aloan to any other body corporate or persons and has not made any investment in thesecurities of any other body corporate.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. On March 31 2022 the Board consist of seven members one of whom isexecutive or whole-time director two are non-executive directors and four are independentdirectors out of whom one is an Independent Woman Director.

The Nomination and Remuneration Policy of the Company has been formulated in accordancewith the Act and Listing Regulations. The Policy is designed to guide the Board inrelation to appointment and removal of directors Key Managerial Personnel and SeniorManagement and recommend to the Board on remuneration payable to them. Policy enables theCompany to retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

RELATED PARTY TRANSACTIONS

The related party transactions that were entered into during the financial year were inthe ordinary course of business and on the arm’s length basis.

All related party transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis forthe transactions which are foreseen and of repetitive nature.

Details of transactions with related parties as defined in the Act and the Rules framedthereunder the Listing Regulations and Accounting Standard 18 of the Companies(Accounting Standards) Rules 2006 have been reported in the Notes to financialstatements and approval of the Audit Committee and the Board of Directors as requiredunder the Listing Regulations has been obtained for such transactions.

All transactions entered by the Company during 2021-2022 with related parties were inthe ordinary course of business and on an arm’s length basis. During the year theCompany has not entered any transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions. Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC - 2 is applicable to yourCompany.

VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Under the policy the Directors and employeesare free to report any violation of the applicable laws and regulations and the code ofconduct of the Company. The reportable matters are to be disclosed to the Audit Committee.During the year under review the Company has not received any complaints under the saidmechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe workplace for every individualworking in Company’s premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. The Company has also constituted InternalCommittee as required under the said enactment. During the year under review there wereno cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

SIGNIFICANT OR MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary Associates or Joint Venture Companies andhence preparation of Consolidated Financial Statements and Statement containing salient

features of subsidiary in AOC-1 as per the provisions of Section 129 of the CompaniesAct 2013 is not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS

The Company manufactures Rollers and bearings for industrial applications. There hasbeen no change in the main nature of business activities of the Company during thefinancial year under review.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS ANDMANAGEMENT'S REPLY FOR THE SAME

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report on the Financial Statements of the Company for year ended March31 2022. The notes to the accounts are self-explanatory to comments/observations made bythe Auditors in their report and do not require further explanation.

There are no qualifications reservations or adverse remarks in the Secretarial AuditReport of the Company during the period of review.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a comprehensive ‘Code of Conduct to Regulate Monitor andReport of Trading by Insiders’ and a ‘Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information’ relating to the Company underthe provisions of the Securities Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.

The Board of Directors have approved and adopted the ‘Code of Conduct to RegulateMonitor and Report of Trading by Insiders’ and a ‘Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information’.

MSME

The Ministry of Micro Small and Medium Enterprises vide their Notification dated 2ndNovember 2018 has instructed all the Companies registered under the Companies Act2013 with a turnover of more than Rupees Five Hundred crore to get themselves on boardedon the Trade Receivables Discounting system platform (TReDS) set up by the Reserve Bankof India. The Company is not covered under the above Criteria as mentioned in MSME.

ANNEXURES FORMING PART OF THIS ANNUAL REPORT

Annexure Particulars
A Form No. MR-3 Secretarial Audit Report
B Conservation of energy technology absorption foreign exchange earnings and outgo
C Statement of Disclosure of Remuneration u/s 197 of the Companies act 2013 and Rule 5(1) of Companies (appointment and remuneration of managerial personnel) Rules 2014
D Form AOC - 2
E MGT-9 Annual Return

OTHER DISCLOSURE

Your company has not made any application nor any proceeding is pending against thecompany under the Insolvency and Bankruptcy Code 2016 during the year under review.

As the company has not made any one-time settlement with any banks or financialinstitution during the year under review Rule (8) subrule (4) clause (xii) of Companies(Accounts) Rules2014 is not applicable.

CAUTIONARY STATEMENTS

Certain statements in the "Management Discussion and Analysis" describing theCompany’s views about the industry expectations/ predictions objectives etc. maybe forward looking within the meaning of applicable laws and regulations. Actual resultsmay differ materially from those expressed in the Statement. Company’s operations mayinter-alia affect with the supply and demand stipulations input prices and theiravailability changes in Government regulations taxes exchange fluctuations and otherfactors such as Industrial relations and economic developments etc. Investors should bearthe above in mind.

ACKNOWLEDGEMENT

Your directors wish to convey their gratitude and place on record their appreciationfor the employees at all levels for their hard work cooperation and dedication duringthe year. Your Directors sincerely convey their appreciation to customers shareholdersbankers business associates regulatory and government authorities for their continuedsupport.

For and on behalf of the Board
Date: 29.08.2030 Vishal Bearings Limited
Place: Shapar Rajkot Sd/-
Dilipkumar Changela
Managing Director
DIN:00247302

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