To
The Shareholders,
Your Directors have pleasure in presenting the 13th (Thirteenth) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2023 is summarized as below: Based on Standalone Financial Statement: -
(Amount in Lakhs)
Profit Before Depreciation Interest & Tax
Based on Consolidated Financial Statements: (Amount in Lakhs)
Particulars
2. OPERATION & REVIEW:
The Standalone Revenue from the operations of your Company for the year 2022-23 was Rs.2006.41 Lakhs against the revenue of Rs 1949.25 Lakhs in the previous year. Profit before Depreciation Interest & Tax for the current year was Rs. 346.15 Lakhs against Rs 336.49 Lakhs in the previous year. Profit after tax for the current year at Rs. 209.56 Lakhs. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.
The consolidated revenue of the company from Operations is Rs. 2113.51 lacs as compared to Rs. 2086.02 lacs in the previous year and the consolidated profit of the company is Rs. 187.08 lacs as compared to Rs. 205.89lacs in the previous year.
3. SHARE CAPITAL:
A. Authorized Capital: During the period under review, the Authorized Share Capital of the Company is Rs 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 shares of Rs 10/- each.
B. Issued/Subscribed/Paid up Capital: During the Financial year, the Company has increased its Paid- Up Capital from Rs 4,00,00,000 (Rupees Four Crores Only) to Rs 5,47,96,000 by issuance of 14,79,600 (Fourteen Lakh seventy-nine thousand and six hundred only) Equity shares of Rs 10/- each at a premium of Rs 86/- per share by way of Initial Public Offering (IPO) dated 10th March, 2023.
During the year, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.
4. LISTING:
During the period under review, your Company entered into the Securities Market through Initial Public Offering (IPO). The Public Issue consisted of 14,79,600 (Fourteen Lakh seventy-nine thousand and six hundred only) Equity shares of Rs. 10/- each at issue price of Rs. 96/- per Equity share, including a premium of Rs.86/- per equity share aggregating to Rs. 1420.42 Lakhs.
The Equity Shares of the Company are listed at National Stock Exchange of India Limited (NSE) and are regularly traded on NSE w.e.f. March 15TH, 2023.
5. DIVIDEND:
The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2022-23.
6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.
7. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserve Account during the reporting period. Further, the profit earned during the year amounting to Rs 209.56 Lakhs is transferred to Reserves and Surplus Account of the Company.
8. DEPOSITS FROM PUBLIC:
During the financial year, the Company has not accepted deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
9. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014
During the period under review the company has not accepted any unsecured loan from its director
10. CHANGE IN NATURE OF THE BUSINESS:
There was no change in the nature of business of the Company during the year under review.
11. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED
During the financial year, the company has been converted from "Private Limited "to "Limited" and its name has been changes from "VertexPlus Technologies Private Limited" to "VertexPlus Technologies Limited" w.e.f. May 24th, 2022.
12. MATERIAL CHANGES AND COMMITMENTS:
There is no material change and commitments 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 relates and the date of the report.
13. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
During the year under review, the company has come up with Initial Public Offer of 14,79,600 (Fourteen lakhs Seventy-Nine Thousand Six Hundred only) Equity shares of Rs. 10/- each at issue price of Rs. 96/- per Equity share, including a premium of Rs. 86/- per equity share aggregating to Rs.1420.42 Lakhs.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that:
• There was no deviation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated March 09th, 2023.
• There has been no variation(s) in the use of proceeds from the objects stated in the prospectus dated March 09th, 2023.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO CONSERVATION OF ENERGY:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:
• the steps taken or impact on conservation of energy;
The Corporation is taking due care for using electricity in the office and its sites. The Corporation usually takes care for optimum utilization of energy. We are trying to minimize use of energy by
B) TECHNOLOGY ABSORPTION:
C) FOREIGN EXCHANGE EARNINGS
15. SUBSIDIARY COMPANIES:
The Company is having only one subsidiary company named VertexPlus Technologies Pte. Ltd., incorporated in Singapore. The Company holds 80% of the issued capital of SGD 1,00,000 i.e SGD 80,000 in the subsidiary company.
During the year under review, M/s Sprink Media Private Limited has ceased to be its Subsidiary w.ef 01st April,2022.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at https://www.vertexplus.com/global/en/.
16. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM:
As a global enterprise, the company is exposed to a range of external as well as internal risks that have a significant impact on its performance. In order to efficiently manage such risk, the Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Our robust internal control system, for minimizing the risk, propels our culture of informed and responsible risk handling for attaining the organizational objectives with optimum utilization of resources. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report
17. TRANSACTIONS WITH RELATED PARTIES:
All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. All Related Party
Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of related party transactions for the year under review are given in Form AOC-2 as Annexure I to this report.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the Financial Year 2022-23, the particulars of Loans given, Guarantees given and Investments made and securities provided as per section 186 of the act along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are provided in the audited financial statements of the Company read with noted on accounts forming part of the financial statements.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Board of Directors
The Board of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors and comprises of Five (05) Directors; Two Executive Director, Three Non-Executive Director out of which two are Independent Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. As on the date of this report, the Board of the company constitutes of the following directors and KMPs:
1.
Sandeep Kumar Pahariya
00514815
Chairman cum Managing Director
B. Change in Designation
During the year under review, there were change in designation of Mr. Sandeep Kumar Pahariya as Chairman cum Managing Director w.e.f., September 05, 2022 not liable to retire by rotation and Mrs. Niru Pahariya as Whole Time Director of the Company w.e.f. 05.09.2022 and liable to retire by rotation. Further, Mr. Samyak Jain (DIN: 09607595) was appointed as Additional Director w.e.f. May16, 2022 and regularised as Director Executive director w.e.f May 24, 2022.Further he was designated as Non-Executive director w.e.f September 05, 2022 liable to retire by rotation.
C. Independent Directors
During the year under review the Company has appointed Mr. Nitin Bhatt (DIN: 09712396) and Mr. Manoj Kumar Upadhyay (DIN: 09712723) as Independent Directors of the company in its Annual General Meeting held on September 05, 2022. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. All the Independent Directors have given their declarations under section 149 (6) and section 149 (7) of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board, the Independent Directors fulfil the conditions relating to their status as an Independent Director as specified in section 149 of the Companies Act, 2013 read with rules made there under as well as Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
D. Key Managerial Personnel
In accordance to the provision of Section 2(51) read with Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Akshita Goyal was appointed as Company Secretary and Compliance officer of the Company and Mrs. Sonakshi Jain as the Chief Financial Officer of the Company w.e.f. 29.09.2022.
E. Retire by Rotation
Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mr. Samyak Jain (DIN: 09607595) Director of the Company is liable to retire by rotation and being eligible to offer himself for reappointment.
A resolution seeking shareholders' approval for their appointment/re-appointment along with other required details forms part of the Notice.
20. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for evaluating its performance and effectiveness as well as that of its committees and carried out an annual evaluation of its own performance, Board Committees and the Directors individually. The Board and the Nomination & Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance, delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback relationship with the stakeholders and as provided by the Guidance Note on Board Evaluation issued by SEBI dated January 05, 2017. In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the Chairman was also evaluated, on the basis of pre-set criterion. During the year, Board Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Peer Evaluation of the Directors. The Board was satisfied with the contribution of directors, in their respective capacities and as a team.
21. MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. During the year under review, the independent directors met on 10th March,2023 inter alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non- Executive directors.
• Evaluation of the quality, content and timeliness of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform its duties.
• Review the mechanism of safeguard the interests of all Stakeholders.
22. NOMINATION AND REMUNERATION POLICY
The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at https://www.vertexplus.com/policies. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-III forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.
A. Details of Director's Remuneration
The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is given under Annexure-II
B. Certificate of Practicing Company Secretary
The Company has obtained a certificate from Mr. Vivek Sharma, Partner of M/s MSV & Associates, Practicing Company Secretary, Jaipur stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed /continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under Annexure-V.
23. MEETINGS OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD:
The Board of Directors of the Company met Twelve (12) times during the year i.e. on, 10.05.2022, 16.05.2022, 24.05.2022, 20.08.2022, 01.09.2022, 02.09.2022, 05.09.2022, 20.09.2022, 29.09.2022, 09.11.2022, 21.02.2023 and 10.03.2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard-2 (relating to General Meetings) during the year.
Attendance of Directors during the Board Meetings is as follows: iv. They have prepared the annual financial statements have been prepared on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023.
28. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), the company has appointed M/s. AY and Company (FRN: 020829C), Chartered Accountants, as the Statutory Auditors of the Company in Extra Ordinary General Meeting May 10th, 2022 to fill the casual vacancy caused by the Resignation of M/s Barola & Co. to conduct the Statutory Audit of the Company for the Financial Year 2021-22.
Further, M/s. AY and Company (FRN: 020829C), Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of Annual General meeting held in the year 2022 until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2027.
The statutory auditors of the Company have submitted Auditors' Report on the financial statements
(standalone and consolidated) of the Company for the financial year ended 31st March, 2023. The reports do not contain any reservation, qualification or adverse remark. Information referred in the Auditors' Report are self-explanatory and do not call for any further comments.
29. SECRETARIAL AUDITORS:
In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Audit Committee recommended and the Board of Directors has appointed M/s. MSV & Associates, Company Secretaries as the Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed as "Annexure-VI" and forms an integral part of this Board's Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company proposed to appoint M/s MSV & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.
30. INTERNAL AUDITORS:
During the financial year The Internal Audit is not applicable on the company as it is not covered under the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014.
Further, the Equity Shares of the Company are listed at National Stock Exchange of India Limited (NSE) and are regularly traded on NSE w.e.f. March 15th, 2023. In terms of Section 138 of the Companies Act, 2013 and Rule 13(1)(a) of (Accounts of Companies) every listed company shall be required to appoint an internal auditor.
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. SVAS & Associates, (Chartered Accountants), have been appointed as an Internal Auditors of the Company for Financial Year 2023-24.
31. REPORT ON CORPORATE GOVERNANCE:
Our company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.
Our Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance Report as the part of this Annual Report.
32. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:
A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report as Annexure-IV
33. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The
Policy is available on the Company's website at https://www.vertexplus.com/global/en/.
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace. Pursuant to the provisions of Section 21 of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace. Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2023. Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2022-23, pertaining to incidents under the above framework/ law are as follows:
35. BUSINESS RESPONSIBILITY REPORT:
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company being SME listed company, as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
36. EQUAL EMPLOYMENT OPPORTUNITIES:
Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.
37. POLICY ON CODE OF CONDUCT AND ETHICS:
Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure VIII. The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link: https://www.vertexplus.com/policies.
38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:
Your Company doesn't fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.
39. MD AND CFO CERTIFICATION:
In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2022-23. The certificate received is attached herewith as per Annexure-VII.
40. LISTING FEES:
The Company affirms that the annual listing fees for the year 2022-23 to the NSE Emerge have been duly paid.
41. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company. However, the Company constantly strives to ensure: strong corporate culture which emphasizes on integrating CSR values with business objectives.
42. HUMAN RESOURCE DEVELOPMENT:
The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the company's approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.
43. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employee's particulars which is available for inspection by members at the registered office of the Company during the business hours on all working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in inspection the same, the member may write to the Company Secretary in advance.
44. REPORTING OF FRAUDS:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in Board's Report.
45. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.
46. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.
47. PREVENTION OF INSIDER TRADING:
The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the https://www.vertexplus.com/global/en/.
48. ‘THINK GREEN, GO GREEN' INITIATIVE:
The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.
As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative' of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual
Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form.
Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the "THINK GREEN, GO GREEN" initiative.
Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.
49. CAUTIONARY NOTE:
Statements in this Board's Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.
50. OTHER DISCLOSURES:
The Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: i. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. ii. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme; iii. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option; iv. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and v. There was no revision of financial statements and Board's Report of the Company during the year under review. vi. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. vii. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made; viii. All other applicable information's to be reported in Board's Report are either nil or not applicable on the Company.
51. ACKNOWLEDGEMENT
We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels