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Vital Communications Ltd.

BSE: 532325 Sector: Telecom
NSE: VITALCOMM ISIN Code: INE377B01012
BSE 05:30 | 01 Jan Vital Communications Ltd
NSE 05:30 | 01 Jan Vital Communications Ltd

Vital Communications Ltd. (VITALCOMM) - Director Report

Company director report

TO

THE MEMBERS

VITAL COMMUNICATIONS LIMITED

Your Directors are pleased to present the 22nd Annual report of your Companywith the Audited Accounts for the year ended on 31st March 2017:

FINANCIAL RESULTS:

Particulars For the year ended March 31 2017 For the year ended March 31 2016
Total Income - -
Profit/(Loss) before tax (412395) (654491)
Deferred Tax (30424) (36380)
Profit/(Loss) after tax (442819) (690871)
Profit/(Loss) adjusted 0.00 0.00
Profit/(Loss) carried to Balance Sheet (442819) (690871)

PERFORMANCE REVIEW

During the year under review the Company's incurred a loss of Rs. 442819/- as againstloss of Rs. 690871/- in 2015-16.

RESERVE AND SURPLUS

The amount of Rs. (442819/-) is being transferred in the reserve and Surplus as theCurrent year loss. DIVIDEND

No Dividend has been declared for the year ended March 31 2017.

FUTURE PROSPECTS

The Company has been working for the expansion of its Communication Business and hassucceeded to spread its functions. The Company keeps the influence and enthusiasm tosurvive successfully in the Market and expanding its functions and flourishing withimmense growth rate.

PUBLIC DEPOSIT

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

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report asAnnexure I. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is presented in the separate section andforms an integral part of the Annual Report and attached as annexure II.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance is attached to the report as an Annexure III.Certificate from the Statutory Auditors of the company M/s G.P. KESHRI & ASSOCIATESChartered Accountants confirming the compliance with the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached to this report as Annexure - III.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Sumit Gupta & Associates Company Secretaries to undertake theSecretarial audit of the Company for the Financial Year 2016-17 and the report is attachedherewith as Annexure IV.

With respect to the qualifications the Company is searching the best candidate for thepost of Company Secretary and Chief Financial officer and would try to intimate and filethe required information/compliances timely and effective steps has been taken to complythe qualifications as reported by the Secretarial Auditor

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2016 -17 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

RISK MANAGEMENT POLICY

Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

CAPITAL STRUCTURE

There is no change in the capital structure of the company during the financial year2016-2017.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2017 provision ofsection 129 of the Companies Act 2013 is not applicable.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present hence no consolidated financialstatements have been prepared.

PARTICULAR OF EMPLOYEES

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

CHANGE IN THE COMPOSITION OF BORAD OF DIRECTORS

During the year under review Mr. Roop Singh and Ms. Kalpana has been Appointed asAdditional Director of the company with effect from 01st August 2016 and Ms.Shubha Jindal has resigned from the post of Directorship w.e.f 01st August2016.

Further Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14thFebruary 2017 and Ms. Nikita Mor has been appointed as the Company Secretary of thecompany w.e.f 01st July 2017.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS BOARD MEETINGS

During the year Board Meetings were convened and held. The details of which are givenbelow. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 28th May 2016 3 3
2. 1st August 2016 4 4
3. 13th August 2016 4 4
4. 29th August 2016 4 4
5. 30th August 2016 4 4
6. 01st September 2016 4 4
7. 22nd September 2016 4 4
8. 01st October 2016 4 4
9. 12th November 2016 4 4
10. 01st February 2017 4 4
11 13th February2017 4 4
12. 14th February2017 3 3
13. 23rd February 2017 3 3

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2016-17

There is no Extraordinary General Meeting Convened during the Financial Year 2016-17. COMPOSITIONAND MEETINGS OF AUDIT COMMITTEE

During the year ended on 31st March 2017 the composition of AuditCommittee has been as under:

a) Mr. Shubha Jindal* (Chairperson)
b) Mr. Shyam Sunder Sabharwal (Member)
c) Mr. Manoj Kumar * (Member)
d) Mr. Roop Singh* (Member)
c) Mr. Kalpana* ' (Chairperson)

The Chairman of the Audit Committee is Ms. Kalpana.

During the financial year 2016-17 Four (4) meeting of Audit Committee was held i.e.28.05.2016 13.08.2016 12.11.2016 and 13.02.2017

*During the year under review Mr. Roop Singh and Ms. Kalpana has been Appointed asAdditional Director of the company with effect from 01st August 2016 and Ms.Shubha Jindal has resigned from the post of Directorship w.e.f 01st August2016. Further Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14thFebruary 2017

COMPOSITION AND MEETINGS OF NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) 2015.

COMPOSITION

a) Mr. Shubha Jindal* (Member)
b) Mr. Shyam Sunder Sabharwal (Chairman)
c) Mr. Manoj Kumar * (Member)
d) Mr. Roop Singh* (Member)
c) Mr. Kalpana* ' (Chairperson)

The Chairman of the Nomination and Remuneration Committee is Ms. Kalpana.

During the financial year 2016-17 Four (4) meeting of Nomination and RemunerationCommittee was held i.e. 28.05.2016 13.08.2016 12.11.2016 and 13.02.2017

*During the year under review Mr. Roop Singh and Ms. Kalpana has been Appointed asAdditional Director of the company with effect from 01st August 2016 and Ms.Shubha Jindal has resigned from the post of Directorship w.e.f 01st August2016. Further Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14thFebruary 2017

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 178 of the Companies Act 2013. The Committee met 4 times during the financialyear 2016-17 on 28.05.2016 13.08.2016 12.11.2016 and 13.02.2016 and following is thecomposition:

COMPOSITION

a) Mr. Shubha Jindal* (Chairperson)
b) Mr. Shyam Sunder Sabharwal (Member)
c) Mr. Manoj Kumar * (Member)
d) Mr. Roop Singh* (Member)
c) Mr. Kalpana* ' (Chairperson)

The Chairman of the Stakeholder Relationship Committee is Ms. Kalpana.

*During the year under review Mr. Roop Singh and Ms. Kalpana has been Appointed asAdditional Director of the company with effect from 01st August 2016 and Ms.Shubha Jindal has resigned from the post of Directorship w.e.f 01st August2016. Further Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14thFebruary 2017

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

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

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration.

AUDITORS

In the 21st Annual General Meeting of the company appointment of M/s.Ranjan Gupta &Associates Chartered Accountants (FRN 17319N) were ratified as theStatutory Auditors of the Company for the financial year 2016-2017. The Report given bythe Statutory Auditors for the Financial Statements for the year ended March 31 2017 readwith explanatory notes thereon do not call for any explanation or comments from the Boardunder Section 134(3) of the Companies Act 2013.

Further at the 22nd Annual General Meeting of company the appointment ofM/s RANJAN GUPTA & ASSOCIATES as Statutory Auditor of the Company for the period offive year commencing from the conclusion of this Annual General Meeting of the company atremuneration to be decided mutually is placed for the approval of shareholders.

CHANGE THE REGISTERED OFFICE

During the year under review the company has changed its registered office from 606Kailash Building Kasturba Gandhi Marg Connaught Place New Delhi 110001 to OfficeNo.323 third floor Vardhman Fortune Mall G.T. Karnal Road Near Gujarawala Town Delhi-110033 with effect from 01st September 2016.

Further the company has changed its registered office from Office No.323 third floorVardhman Fortune Mall G.T. Karnal Road Near Gujarawala Town Delhi -110033 to 3G GopalaTower Rajendra Place New Delhi-110008 with effect from 01st February 2017

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

On 31st July 2014 SEBI has passed order no. WTM/RKA/IVD/ID-08/72- 95/2014 dated July31 2014 restrained the Company from accessing the securities market and are furtherprohibiting them from buying selling or otherwise dealing in the securities marketeither directly or indirectly or being associated with the securities market in anymanner whatsoever for the period of 3 years.

In this regard we would like to inform you that the period of 3 year has elapsed on 30thJuly 2017. Now the company is free to access securities market or buying sellingor otherwise dealing in the securities market either directly or indirectly or beingassociated with the securities market in any manner whatsoever.

AUDITORS OBSERVATIONS / QUALIFICATIONS

The Auditors observations / qualifications are detailed in the Auditor's Report annexedhereto are self explanatory and be read together with the notes to the accounts in theSchedule annexed to the Account.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS' RESPONSIBILITY STATEMENTS

The directors report that

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The Directors have 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 ofthe profit and loss account of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the cooperative banks Government Authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutive's Staff.

Date: 30.08.2017
Place : Delhi BY ORDER OF THE BOARD
For VITAL COMMUNICATIONS LIMITED
SD/- SD/-
SHYAM SUNDER SABHARWAL ROOP SINGH
DIRECTOR DIRECTOR
DIN: 01912767 DIN: 07304997