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Vitesse Agro Ltd.

BSE: 540823 Sector: Others
NSE: N.A. ISIN Code: INE550U01014
BSE 00:00 | 27 May 134.15 -7.05
(-4.99%)
OPEN

135.00

HIGH

141.00

LOW

134.15

NSE 05:30 | 01 Jan Vitesse Agro Ltd
OPEN 135.00
PREVIOUS CLOSE 141.20
VOLUME 73929
52-Week high 184.05
52-Week low 22.60
P/E 80.81
Mkt Cap.(Rs cr) 61
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 135.00
CLOSE 141.20
VOLUME 73929
52-Week high 184.05
52-Week low 22.60
P/E 80.81
Mkt Cap.(Rs cr) 61
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vitesse Agro Ltd. (VITESSEAGRO) - Director Report

Company director report

To

The Members

Vitesse Agro Limited

The Directors take pleasure in presenting the 41st Annual Report together withthe audited financial statements for the year ended 31st March 2021.

A. FINANCIAL RESULTS

The Summarized performance of the Company for the financial years 2020-21 and 2019-20is given below:

(Amount in Rupees)
Particulars As on 31.03.2021 As on 31.03.2020
Revenue from Operations 199998594 70702093
Other Income - 120210
Total Revenue 199998594 70822303
Total Expenditure (including Change in inventories) 177980989 64910798
Profit Before Tax 22017605 5911504
Less: Tax Expense/Deferred tax expense 7049017 1572602
Profit aftertax 14968588 4338902
Earnings per share 3.31 1.13

B. OPERATIONAL OVERVIEW

For the year ended 31st March 2021 your Company has reported total revenue and netprofit after taxation of Rs. 199998594/- and Rs. 14968588/- respectivelyas compared to last year's total revenue and net profit of Rs. 70822303/- andRs. 4338902/- respectively.

C. DIVIDEND

Your directors do not recommend any dividend on equity shares for the financial year2020-21.

D. CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the year.

E. SHARE CAPITAL

The Authorized Share Capital of the company stands at Rs. 10 00 00000 (Rupees TenCrore Only) including Rs. 30 00000/- (Rupees Thirty Lacs Only) of Preference ShareCapital.

The Paid up share Capital of the company is Rs. 4 7784560 (Rupees Four Crore SeventySeven Lacs Eighty Four Thousand Five hundred Sixty only) including Preference capital ofRs.2600000/- (Rupees Twenty-Six Lacs Only). There were no changes in the share capitalrecorded in the said financial year.

F. ESQP SCHEME FOR EMPLQYEES/PIRECTQRS

The Company does not have any ESOP scheme for its employees/Directors.

G. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-appointment

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Sohan Lai Prajapati Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible have offered themselves forreappointment.

APPOINTMENT

Mr. Sohan Lai Prajapati was appointed as Additional Director of the Company on 04thDecember 2020 in accordance with the provision of section 161 of the companies Act 2013read with the Article of Association of the Company. Pursuant to Section 161 of thecompanies Act 2013 the above directors hold office only up to date of the ensuringGeneral Meeting of the company. Company held AGM on 28/08/2020 and appointed and changedthe designation of Mr. Sohan Lai Prajapati from Additional Director to Director.

RESIGNATION AND CESSATION OF DIRECTOR

Mr. Rishi Rai resigned as Independent Directors with effect from December 04 2020respectively.

H. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 of the Listing Agreement theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

I. LISTING:

Your Company is already listed on Calcutta Stock Exchange and Bombay Stock Exchange(BSE) (Nationwide Stock Exchange). Further in the Board Meeting held on 3rd September2018 resolution was passed for delisting of shares from Calcutta Stock Exchange (CSE) buttill date it has not been approved from CSE.

j. SHIFTING OF REGISTERED OFFICE:

There were no changes in the registered office of the company in this financial year2020-21.

K. PARTICULARS OF EMPLOYEES:

No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

L. REMUNERATION POLICY:

The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification.

The policy ensures that:

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate the directors of the quality require to run the company successfully;

(b) relationship of remuneration to the performance is clear and meets appropriateperformance benchmarks; and

(c) Remuneration to directors and key managerial personnel and senior managementinvolves a balance fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the company and its goal. The policy has beenapproved by the nomination and remuneration committee and the board. The remunerationpolicy document as approved by the board is uploaded on the company's websitewww.vitesseagro.in

M. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and Listing Regulations.

During the year under review there is no changes in Memorandum and article ofassociation.

O. BOARD MEETINGS

During the year under review the Board of Directors duly met 07(Seven) times. As on14.05.2020 28.07.2020 02.09.2020 17.10.202010.11.2020 04.12.2020 and 13.02.2021.

P. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

a. That in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed and that there were nomaterial departures;

b. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the company at the end of thefinancial year and of the profit of the company for the year under review;

c. That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity;

d. That the Directors have prepared the annual accounts for the year ended 31st March2021 on a "going concern basis";

e. That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

f. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.

Q. RESERVE?;

The Company has not transferred any portion of profits to General Reserve Account forthe financial year.

R. EXTRACT OF ANNUAL REPORT;

Extract of Annual Return of the Company in the prescribed Form MGT 9 is available inthe company website- www.vitesseagro.in

S. PSPQSITS;

Your Company has not accepted any deposits from the public during the year underreview.

T. SUBSIDIARY COMPANY:

As on March 31 2021 your Company has no Subsidiary.

U. COMMITTEES OF THE BOARD:

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

V. CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the Companies Act 2013 is not applicable.

W. RELATED PARTY DISCLOSURES:

The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 entered by the Company during the financial year ended 31stMarch 2021 is annexed hereto as Annexure -I in prescribed Form AOC-2 and forms part ofthis report.

X. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.

Y. VIQII MECHANISM:

The Company has put in place a 'Whistle Blower Policy' in compliance with theprovisions the Companies Act 2013 other applicable laws and in accordance withprinciples of good corporate governance.

Z. INSIDER TRADING RELATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures (" Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.

AA. RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. The Company'sinternal control systems are commensurate with the nature of its business and the size andcomplexity.

BB. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has adopted the policy for the preservation of Documents and Archival ofDocuments to ensure that all the necessary documents and records of the Company areadequately protected and preserved as per the statutory requirements.

CC. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements.

DD. POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES.

Your Company has adopted the determination of Materiality disclosure to ensure that theinformation disclosed by the Company is timely transparent and continuous.

EE. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy

FF. LOANS. GUARANTEES OR INVESTMENTS IN SECURITIES:

There are no loans Guarantee and investments under section 186.

GG. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION QF THE COMPANY:

There was no any material changes and commitments during the Financial Year whichaffect the financial position of the Company.

HH. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

There were no any significant and material orders passed by any regulations during theFinancial Year 2020-21.

II. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT;

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance is not applicable to the Company. ManagementDiscussion Analysis Report is annexed herewith as "Annexure II"

JJ. REPORT ON ENERGY CONSERVATION. FOREIGN EXCHANGE EARNING AND OUTGO RESEARCH ANDDEVELOPMENT:

Information relating to energy conservation foreign exchange earned and spent andresearch and development activities undertaken by the company in accordance with theprovision of section 134 of the companies' act 2013 read with companies (accounts) Rules2014 are given herein below.

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity.

c) Foreign exchange earnings and Outgo:

i. Foreign Exchange Earnings: NIL

ii. Foreign Exchange Outgo: NIL

KK. AUDITORS:

a) Statutory Auditors

With pursuant to the provisions of Section 139 and other applicable provisions if anyof the Companies Act 2013 as amended from time to time or any other law for the timebeing in force (including any statutory modification or amendment thereto or re-enactmentthereof for the time being in force) M/s Saroj Kumar Jha & Associates CharteredAccountants (FRN:016303N) has been appointed as the Statutory Auditors of the Company inthe 39th Annual General Meeting held on 23rd September 2019 to hold the office for atenure of 5 (five) years from the conclusion of 39th Annual General Meeting till theconclusion of the AGM to be held in the year 2024 at such remuneration determined andrecommended by the Audit Committee in consultation with the Auditors and duly approved bythe Board of Directors of the Company.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

b) Report Secretarial AmjitPLS.amLSee.tafMAudil

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed Mr.Deepak Kumar Lath Practicing Company Secretaries as its Secretarial Auditors toconduct the secretarial audit of the Company for 2020-21.

The Secretarial Audit Report for financial year 2020-21 issued by M/s. Lath Deepak& Associates (Mr. Deepak Lath) Practicing Company Secretaries has been appendedas Annexure III to this Report.

Comments of Auditor and Explanation of Board are as under: - Secretarial Audit Reportis annexed herewith as "Annexure III"

LL. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134(3) of the Act read with Rule 8(3] of The Companies [Accounts]Rules 2014 to the extent the transactions took place on those items during the year.There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

MM. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company.

The Director concludes this Report by placing on record their gratitude to allshareholders bankers and Govt authorities for their continued support.

Date: 03.09.2021

By Order of the Board of Directors

Place: Uttar Pradesh

VITESSE AGRO LIMITED

Sd/-
ROOP KISHORE GOLA AVADHESH KUMAR GOLA
DIRECTOR DIRECTOR
DIN:02456413 DIN: 03551615

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