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VXL Instruments Ltd.

BSE: 517399 Sector: Consumer
NSE: VXLINSTR ISIN Code: INE756A01019
BSE 00:00 | 03 Feb 14.49 -0.76
(-4.98%)
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NSE 05:30 | 01 Jan VXL Instruments Ltd
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VOLUME 13118
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OPEN 16.00
CLOSE 15.25
VOLUME 13118
52-Week high 16.01
52-Week low 5.28
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VXL Instruments Ltd. (VXLINSTR) - Director Report

Company director report

Your Directors have pleasure in presenting the 36th (Thirty Sixth) Annual Report andAudited Financial Statements for the financial year ended 31st March 2022 together withthe Independent Auditor's Report.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars 2021-22 2020-21
Gross Income 1357.28 778.60
Profit/(Loss) Before Interest and Depreciation 5.84 (367.23)
Finance Charges 17.37 46.56
Gross Profit 556.61 226.78
Provision for Depreciation 7.56 9.49
Profit (Loss) before exceptional and extraordinary items and tax (19.09) (423.28)
Exceptional Items - 319.84
Provision for Tax (9.42) 123.47
Net Profit (Loss) After Tax (9.67) (226.91)
Other Comprehensive Income 3.15 0.37
Total Comprehensive Income (6.52) (227.28)
Total Comprehensive Income Attributable to
a) Owners - -
b) Non-Controlling Interest - -
Earnings per Equity Share of Rs. 10/- each
Basic (0.05) (171)
Diluted (0.05) (171)
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -

2. PERFORMANCE OF THE COMPANY:

The Company has fared much better compared to previous year to achieve a turnover ofRs. 13.57 Crores. The R&D Team is working in hybrid mode whereas the Manufacturingdivision employees are in physical working mode. Your Board is pleased to inform that theabove arrangement has not affected the productivity adversely. Manufacturing has deliveredall the orders received on time. Further R&D developed customised solutions inembedded / application software and thin client hardware to Corporate and Fast foodchain. These solutions were well accepted by the customers and we received substantial neworders.

FUTURE PROSPECTS

The thin client market is steady. Trend of customers adopting cloud based solutions ina big way continues which is beneficial to the Company since the Company specializes inproviding the end point solutions. The Company is also looking at providing further valueadded offerings to our existing customers.

3. RESERVES:

In view of the losses the question of transferring any amount to Reserves does notarise.

4. SHARE CAPITAL:

There were no changes in the Share Capital of the Company during the financial year.

Capital structure remained as follows:

Authorized Share Capital-Rs. 150000000/- divided into 15000000 Equity Shares ofRs. 10/- each.

Issued Share Capital-Rs. 133500000/- divided into 13350000 Equity Shares of Rs.10/- each.

Paid up Share Capital -Rs. 133248000/- divided into 13324800 Equity Shares of Rs.10/- each fully paid.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review the Company has not issued Shares withDifferential Voting Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review the Company has not issued Shares underEmployee Stock Options.

Disclosure regarding issue of Sweat Equity Shares

During the financial year under review the Company has not issued Sweat Equity Shares.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments which occurred between the end of thefinancial year and the date of the Report which affect the financial position of theCompany.

6. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes after 31st March 2022 till the signing of this Report.

7. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review asprescribed in Rule 8(ii) of the Companies (Accounts) Rules 2014.

8. DIVIDEND:

Whilst the Directors understand the sentiments of the Investors the financial yearthat has passed do not enable the Board to recommend any Dividend. The Board regrets itsinability to recommend any Dividend.

However the Directors will strive hard to bring the Company back to Dividend trackbefore long and the improving performance of the Company is hoped to continue tofacilitate consideration of Dividend in the days to come.

9. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not morethan 120 days between two consecutive Meetings. Additional Meetings of the Board ofDirectors are held when necessary.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.

The Board of Directors duly met Seven (7) times during the financial year on 02nd June2021 28th June 2021 10th July 202129th July 2021 12th August 2021 12th November 2021and 10th February 2022.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board and Key Managerial Personnel is as follows on 31.03.2022:

SI. No. Name Designation DIN
1. Mr. Vittal Mangalore Shetty Whole Time Director 00515711
2. Ms. Hema Thakur Kiran Non-Executive and Independent Director 01363454
3. Ms. Anita Jaiswal Non Executive and Independent Director 08485642
4. Mrs. Shruti Bhuwania Non-Executive Director 06630867
5. Mr. Mahesh Kumar K V Chief Financial Officer NA
6. Mrs. Roopa Hegde Company Secretary and Compliance Officer NA

1. Mr. Vivek Gupta resigned from the office of Non Executive Independent Director fromthe closure of business hours of 28th June 2021.

2. Mr. Rakesh Shridas Damani resigned from the office of Non Executive IndependentDirector from the closure of business hours of 01st July 2021.

3. Ms. Shruti Bhuwania was appointed as an Additional Director on 10th July 2021 atthe Board Meeting on the basis of recommendation by the Nomination and RemunerationCommittee and was subsequently appointed as Non-Executive and Non Independent Director atthe Annual General Meeting held on 27th September 2021.

4. Ms. Hema Thakur Kiran was appointed as an Additional Director and IndependentDirector for the term of 5 years on 29th July 2021 at the Board Meeting on the basis ofrecommendation by the Nomination and Remuneration Committee and was subsequently appointedas Non-Executive and Independent Director at the Annual General Meeting held on 27thSeptember 2021.

5. Ms. Anita Jaiswal was appointed as an Additional Director and Independent Directorfor the term of 5 years on 29th July 2021 at the Board Meeting on the basis ofrecommendation by the Nomination and Remuneration Committee and was subsequently appointedas Non-Executive and Independent Director at the Annual General Meeting held on 27thSeptember 2021.

6. Ms. Mini Bhuwania resigned from the office of Non Executive and Non IndependentDirector from the closure of business hours of 25th August 2021.

7. Mr. Radhakrishna Kunjilal Saraswat was appointed as a Non Executive-IndependentDirector at the Annual General Meeting held on 27th September 2021 by way of SpecialResolution. His office ceased as Non Executive-Independent Director w.e.f. 02nd March2022 due to his sad demise. The Board expresses condolences and records the expert serviceprovided by him during his tenure.

8. In terms of the provisions of the Companies Act 2013 and Articles of Association ofthe Company Ms. Shruti Bhuwania Non Executive and Non Independent Director (holding DIN:06630867) retires by rotation at the forthcoming Annual General Meeting and is eligiblefor re-appointment.

11. INDEPENDENT DIRECTORS:

As required by the Companies (Appointment and Qualification of Directors) FifthAmendment Rules 2019 and the Companies (Creation and Maintenance of databank ofIndependent Directors) Rules 2019 Ms. Hema Thakur Kiran and Ms. Anita Jaiswal haveregistered their names in the data bank of Independent Directors maintained by IndianInstitute of Corporate Affairs. Annual Declarations received from both of them for theyear 2021-22 contain affirmations regarding registrations in the data bank.

The Board has its opinion with regard to integrity expertise and experience (includingthe proficiency) of the independent directors appointed during the year as per provisionsof Companies (Account) Rules 2014.

Securities and Exchange Board of India (Listing Regulations and DisclosureRequirements) Regulations 2018 ("the Listing Regulations") has changed theevaluation criteria of Independent Directors from April 1 2019. As per the amendmentevaluation of Independent Directors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in the Listing Regulations andtheir independence from the management.

Board has evaluated the Independent Directors and confirms that Ms. Hema Thakur Kiranand Ms. Anita Jaiswal fulfilled the independence criteria as specified in the ListingRegulations and their independence from the management.

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 Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations (Annexure I).

Details on terms of appointment of Independent Directors and the familiarizationprogram have been displayed on website of the Company athttps://www.vxl.net/investors/independent-directors andhttps://www.vxl.net/investors/disclosures respectively.

12. COMMITTEES OF THE BOARD :

Currently the Board has three (3) Committees viz. Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. A detailed note on thecomposition Committees and other related particulars are provided in the Report onCorporate Governance forming part of this Report.

As on 31st March 2022 the Committees comprised as follows:

AUDIT COMMITTEE:

a) Ms. Hema Thakur Kiran - Ch airperson
b) Ms. Anita Jaiswal - Member
c) Mr. Vittal Mangalore Shetty - Member
NOMINATION AND REMUNERATION COMMITTEE:
a) Ms. Hema Thakur Kiran - C h a i r p e rs o n
b) Ms. Anita Jaiswal - Member
c) Mrs. Shruti Bhuwania - Member
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
a) Ms. Hema Thakur Kiran - Chairperson
b) Ms. Anita Jaiswal - Member
c) Mr. Vittal Mangalore Shetty - Member

13. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. The same has been disclosed on the website of theCompany at https://www.vxl.net/investors/nomination- remuneration-policy. The Compositioncriteria for selection of Directors and the terms of reference of the Nomination andRemuneration Committee is stated in the Corporate Governance Report.

14. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy and has in place amechanism to inform the Board/Audit Committee Members about risk assessment andminimization procedures and undertakes periodical review to ensure that executivemanagement controls risk by means of a properly designed framework.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions ofSections 177(9) and (10) of the Companies Act 2013 and as per Regulation 4(2)(d)(iv) ofthe Listing Regulations which is available on website of the Company athttp://www.vxl.net/percheditor/resources/vxlwhistleblowerpolicy.pdf and there were nocases reported during the period under review.

16. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDEDBY THE COMPANY:

The Company has not given any loan or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the Financial Statements the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;

b) The Directors had 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 of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Financial Statements on a going concern basis;

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

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013 and rule 12 of the Companies(Management and Administration) Rules 2014 read with Companies Amendment Act 2020 anannual return in MGT-7 is placed in the website of the Company i.e.https://www.vxl.net/investors/disclosures.

19. STATUTORY AUDITORS:

At the 31st Annual General Meeting held in the year 2017 Messrs YCRJ & AssociatesChartered Accountants (Firm Registration No. 006927S) were appointed as the StatutoryAuditors to hold office for a term of 5 years till the conclusion of the 36th AnnualGeneral Meeting of the Company to be held in the year 2022. Consequent to the amendmentsto the Companies Act 2013 ratification of appointment of the statutory auditor at everyAnnual General Meeting is no longer required.

Messrs YCRJ & Associates Chartered Accountants who retire at the ensuing AnnualGeneral Meeting of your Company are eligible for re-appointment. Your Company has receivedwritten consent and a certificate that they satisfy the criteria provided under Section141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014and that the appointment if made shall be in accordance with the applicable provisionsof the Companies Act 2013 and rules issued thereunder.

The Audit Committee and the Board of Directors recommend the appointment of Messrs YCRJ& Associates Chartered Accountants as the Statutory Auditors of your Company for thesecond term for the further period of five years from the conclusion of 36th AnnualGeneral Meeting till the conclusion of 41st Annual General Meeting.

QUALIFICATIONS IN THE AUDIT REPORT:

There were no qualifications or observations by the Auditors in their Audit Report.

20. SECRETARIAL AUDIT REPORT:

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 Mr. Vijayakrishna KT Bengaluru Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor in the form ofMR-3 is annexed to this Report as Annexure - II.

There were no qualifications or observations by the Secretarial Auditor in SecretarialAudit Report.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: (A)Conservation of energy:

Steps taken / impact on conservation of energy The Company's operations are not power intensive. Nevertheless your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.
(i) Steps taken by the company for utilizing alternate sources of energy including waste generated Nil
Capital investment on energy conservation equipment Not Applicable
Total energy consumption and energy consumptio n per unit of production as per Form A Not Applicable

(B) Technology absorption:

Efforts in brief made towards technology absorption adaptation and innovation N il
Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished: N il
Technology imported Not Applicable
Year of Import Not Applicable
Has technology been fully absorbed Not Applicable
If not fully absorbed areas where this has not taken place reasons therefore and future plan of action Not Applicable

(C) Research and Development (R&D)

Specific area in which R & D carried out by the company Research & Development Expenditures in respect of Development of Thin Client Embedded Operating Systems
Benefits derived as a result of the above R & D Not Applicable
Future plan of action Not Applicable
Expenditure on R & D
(a) Capital N il
(b) Recurring N il
(c) Total N il
(d) Total R & D expenditure as a percentage of total turnover N il

(D) Foreign exchange earnings and Outgo

Activities relating to exports Company is an Export Oriented Unit & focus mainly on Export.
Initiatives taken to increase exports We are putting continuous efforts to increase Export and recapture of Export market.
Development of new export markets for products and services Efforts are on to develop new Export market.
Export plans Efforts are on to develop new Export market.
Total Foreign Exchange used (Cash basis) As on 31st March 2022: Rs.1314263/-
Total Foreign Exchange Earned (Accrual Basis) As on 31st March 2022: Rs.20053458/-

22. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined underthe provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014and accordingly there were no deposits which were due for repayment on or before 31stMarch 2022.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain high standards of internal control designed toprovide adequate assurance on the efficiency of operations and security of its assets. Theadequacy and effectiveness of the internal control across various activities as well ascompliance with laid-down systems and policies are comprehensively and frequentlymonitored by your Company's management at all levels of the organization. The AuditCommittee which meets at least four times a year actively reviews internal controlsystems as well as financial disclosures with adequate participation inputs from theStatutory Internal and Corporate Secretarial Auditors.

The Directors have laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.

24. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNAL IMPACTING GOING CONCERNSTATUS OF COMPANY:

No order was passed by any court or tribunal during the period under review whichimpacts going concern status of the Company.

25. RELATED PARTY TRANSACTIONS (RPTs):

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. Web link for the same is https://www.vxl.net/investors/disclosures.Particulars of Contracts or Arrangements with Related parties referred to in Section188(1) of the Companies Act 2013 in Form AOC- 2 annexed to this Report as Annexure -III.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company recognizes the critical significance of competent and experiencedemployees. The team VXL Instruments continued to stand by the Company during tiring andtough times and your Board places its appreciation for these relentless efforts untiringdedication and sense of belongingness exhibited by the employees at all levels. YourCompany focuses on long term Human Resources planning aimed at managing change moreefficiently grooming internal talent for future roles and also driving efficiency withinthe Organization.

Certain cases relating to workmen which were pending earlier have been resolved fully.

Industrial relations have been cordial and constructive which have helped your Companyto meet customers' demands.

27. DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV:

VXL Instruments Limited UK a Subsidiary Company was wound up by the Hon'ble HighCourt of Justice Chancery Division Companies Court United Kingdom vide its Order dated7th November 2016. Further to the Insolvency Proceedings under the Insolvency Act 1986VXL Instruments Limited UK was dissolved on 11th March 2018. Pursuant to this theCompany has requested permission from the Reserve Bank of India for writing off theInvestments of ? 108000 in the Joint Venture.

28. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual evaluation of its own performance Board Committees andindividual Directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

29. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 ofthe Companies Act read with the Companies (Accounts) Rules 2015 the same is notapplicable.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5(1)(2)(3) of theCompanies (Appointment and Remuneration) Rules 2014 details/disclosures of Ratio ofRemuneration to each Director to the median employee's remuneration is annexed to thisreport as Annexure-IV.

31. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing fees for the Financial Year2022-23 to BSE Limited where the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION

A separate Report on Corporate Governance in terms of Regulation 34 of the ListingRegulations along with a Certificate from a Practicing Company Secretary regardingcompliance to the conditions stipulated under Chapter IV of the Listing Regulations isattached to this report as Annexure V.

33. CAPITAL EXPENDITURE:

As on 31st March 2022 the gross tangible and intangible assets stood at Rs.16417389/- and the net tangible and intangible assets stood at Rs. 545094/-.Additions during the financial year amounted to Rs. 34592/-. The Company has notpurchased any assets under lease.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed offduring the Financial Year 2021-22:

No. of complaints received: NIL

No. of complaints disposed off: NIL

35. MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC SCENARIO AND OUTLOOK

Covid 19 has subsided. Component shortage is still a challenge. While situation isimproving supply chains of electronics components are not up to the mark as yet. Furtherraw material cost is increasing. Shortage of Semiconductor components persist. The Companyis trying its best to overcome the challenges by judicious planning and execution.

INDUSTRY OUTLOOK AND OPPORTUNITIES

IIP & PMI have historically been good indicators for business sentiments in CapitalGoods Order Intake. Industrial production in India grew marginally beating marketexpectations. The S&P Global India Manufacturing increased in March beating marketexpectations. The latest reading marked tenth straight month of expansion in themanufacturing sector due to faster expansions in both new orders and output amid aneasing of covid-19 restrictions.

However the Company has new customised solutions which are well accepted by thecustomers. Microsoft have announced new road maps for Windows Embedded with bettersecurity features which are the need of the hour. Moreover customers are adopting cloudcomputing at a fast pace. This will also help our business.

36. DISCLOSURE REQUIREMENTS:

As per the Listing Regulations the Management Discussion and Analysis forms part ofthis report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India from time to time and that such systems are adequate and operatingeffectively.

37. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 10th February 2022 during the yearto review the performance of Non-Independent Directors and the Board as a whole to reviewthe performance of the Non-Executive Directors and other items as stipulated under theListing Regulations. The Independent Directors have also declared their independence.

38. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company.

39. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

There are no employees receiving remuneration more than Rs. 10200000/- (Rupees OneCrore Two Lakhs only) per annum and /or Rs. 850000/- (Rupees Eight Lakhs Fifty Thousandonly) per month. Therefore statement/disclosure pursuant to Sub Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired.

There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than Rs. 6000000/- (Rupees Sixty Lakhs only) perfinancial year or Rs. 500000/- (Rupees Five Lakhs only) per month as the case may be.Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be circulated to themembers and is not attached to the Annual Report.

40. INVESTORS' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed Dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the Shares on which Dividend has not been paid orclaimed by the Shareholders for seven consecutive years or more shall also be transferredto the Demat account of the IEPF Authority.

During the year under review there were no unpaid or unclaimed amounts required to betransferred to IEPF account.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013. Further no case of Fraud has been reported to theManagement from any other sources.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

43. MAINTENANCE OF COST RECORDS:

The Company has maintained the Cost Records as specified by the Central Governmentunder Sub-Section (1) of Section 148 of the Companies Act 2013.

44. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial Standards-4 in case the company has revised its financialstatement or the Report in respect of any of the three preceding financial years eithervoluntarily or pursuant to the order of a judicial authority the detailed reasons forsuch revision shall be disclosed in the Report of the year as well as in the Report of therelevant financial year in which such revision is made.

In your Company no revision of Financial Statement took place in any of the threepreceding financial years under consideration.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

There is no such process initiated during the year therefore the said clause is notapplicable to the Company.

46. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such events took place during the year under consideration.

47. CREDIT RATING OF SECURITIES:

Your Company has not obtained any rating from the credit rating agency for thesecurities during the year. Therefore the said clause is not applicable to the Company.

48. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made byemployees at all levels active support and encouragement received from the Government ofIndia Government of Maharashtra Government of Karnataka Company's Bankers CustomersPrincipals Business Associates and other Acquaintances.

The Directors regret the loss of lives due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue infuture also.

For and on behalf of the Board of Directors of
VXL Instruments Limited
Place: Bengaluru IV V Shetty
Date: 26.05.2022 Director Whole-Time Director
DIN:06630867 DIN: 00515711
Address: 99 Dariya Mahal Address: No 317 5th Main
17 th Floor 80 Nepeansea Road 1st Block Koramangala
Malabar Hill Mumbai - 400006 Bengaluru - 560 034

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