The Directors present their 37th Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31st March, 2023.
FINANCIAL RESULTS
(Rs. In lakhs)
Dividend
Your Directors do not recommend any dividend on equity shares in view of working capital requirement.
Transfer to General Reserve
No amount has transferred from the current year's profit to General Reserves, as no dividend has recommended by the Board of Directors on the equity shares of the Company.
Performance review
During the year under review, the Company earned gross income of Rs. 276.92 lakhs compared to Rs. 281.19 lakhs in the previous year with a marginal decrease of 1.52% in revenue. Correspondingly, the net profit after tax, adjustments and Other comprehensive income/ expenses also decreased to Rs. 30.97 lakhs against Rs. 35.84 lakhs in previous year.
Nature of business of the Company
The Company is mainly engaged in Merchant Banking activities focusing on ESOP valuation, Company valuation and Advisory services etc. There were no changes in nature of Company's business during the year.
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future - Nil
There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
Internal control systems and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman. The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations with corrective actions thereon are presented to the Audit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures.
Fixed deposit
The Company has not accepted deposits from Public and there were no outstanding deposits payable by the Company.
Related Party Transactions
During the financial year ended 31st March 2023, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arm's length basis. Your Company does not have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations']. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. There has been no materially s ignificant Related Party Transactions having potential conflict with the interest of the Company during the year under review. All Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in Notes to the Financial Statements for the year ended on 31st March 2023.
Auditors & auditor's report
The Company's Auditors M/s. N.S. Shetty & Co., Chartered Accountants has completed 5 years from the date of appointment. M/s.N.S. Shetty & Co., Chartered Accountants are proposed to be re-appointed as the auditors for a period of 5 years.
The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments..
Conservation of energy, technology absorbtion etc.
The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo have not been given since the same are not applicable to the Company.
Corporate Social Responsibility Initiatives
The Company does not come under the parameters specified under Section 135 of the Companies Act, 2013, hence no Committee has constituted Committee for Corporate Social Responsibility Initiatives.
Board of Directors, Board and Audit Committee Meetings:
Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. During the year under review, a total of four Meetings of the Board of Directors and four meetings of Audit Committee held and details of Meetings held during the financial year 2022-23 have been provided in the Corporate Governance Report which forms part of this Annual Report
Mrs. Rachana S. Vijayakar and Mr. Jitendra R. Shroff, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer themselves for reappointment. Brief profile along with necessary disclosures of retiring Directors and newly appointed Directors has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report. Your Board recommends re-appointment of Mrs. Rachana S. Vijayakar and Mr. Jitendra R. Shroff.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of independence.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration and Stakeholder's Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the “Whistle Blower Policy” for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the members of the Board and designated employees have confirmed compliance with the Code.
Policy on prevention of sexual harassment of women at workplace
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.
An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the Company. The following is a summary of sexual harassment complaints received and disposed off satisfactorily during the financial year ended March 31, 2023: Number of complaints received: Nil Number of complaints disposed off : NA
Particulars of loans, guarantees or investments
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Hariharan and Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-A, which is self-explanatory.
Compliance with Secretarial Standards
The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.
Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the last Annual Return of the Company as at March 31, 2022 is uploaded on the website of the Company and can be accessed at http://www.vbdesai.com
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and under the SEBI Listing Regulations, the Company has constituted a business risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of the Board report. At present the Company has not identified any element of risk which may threaten the existence of the Company.
Corporate Governance
The Report on Corporate Governance along with a certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.
Foreign Exchange Earnings and Outgo
During the year ended March 31, 2023 the Company has earned Rs. 36.83 lakhs and spent Rs. Nil in foreign currency.
Director's responsibility statement
The Board of Directors of your Company confirms that:
a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the Annual Accounts on a going concern basis; and
e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5 (3) of Companies (Appointment and Remuneration of Managerial Persons Rule 2014. The percentage increase in remuneration of each Key Managerial Person (KMP) during the financial year 2022-23 and ratio of the remuneration of each KMP to the median remuneration of the employees of the Company for the financial year 2022-23 are given in Annexure B.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for the continued co-operation by the Clients and the Shareholders of the Company.