Dear Members,
Your directors have great pleasure in presenting the report on the Business and Operations of your Company (‘the Company' or ‘Vineet Laboratories Limited), along with the audited financial statements, for the financial year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company are as follows:
Rs. In Lakhs
2023-24
2022-23
15,059.13
21,229.33
46.32
12.30
15,069.11
21,038.64
36.34
202.99
(66.37)
77.74
102.71
125.25
1.38
13.46
104.09
138.72
1.11
1.36
STATE OF THE COMPANY'S AFFAIRS
During the year under review, your Company achieved total income of Rs. 15,059.13 Lakhs as against the previous year's Rs. 21,229.23 Lakhs. The Net profit after tax stood at Rs. 102.71 Lakhs as against Rs. 125.25 Lakhs for the previous year.
DIVIDEND
No dividend was recommended by the Board of Directors for the FY 2023-24.
TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves for the financial year 2023-24.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year under review.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company stood at Rs. 9,21,90,080/- comprising of 92,19,008 equity shares of Rs. 10/- each as on March 31, 2024.
The Company has paid Listing Fees for the Financial Year 2024-25, to each of the Stock Exchanges, where its equity shares are listed.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at
NUMBER OF MEETINGS OF THE BOARD
The Board met Eight (8) times during the year 2023-2024 viz on May 29, 2023, July 05, 2023, August 12, 2023,
September 30, 2023, October 16, 2023, November 10, 2023, February 12, 2024 and March 13, 2024.
The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, states and confirms that:
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149
As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.
The Board is of the opinion that all the Independent Directors appointed during the year under review are persons of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever applicable.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other employees, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration Policy.
The Company's policy relating to the appointment of directors and remuneration including other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part of this Report and is also available on
INSURANCE
The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.
LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, guarantees provided and investments made by the Company during the year 2023-2024, as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions (RPT) that were entered into during the financial year were at arm's length basis and predominantly in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of transactions between the Company and its related parties. The policy is posted under the Investors section of the Company's website at
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure I which forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in Annexure II to this Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
We have developed and are implementing Risk Management Policy. Accordingly, we have a risk management framework for the identification and management of risks. The Company has formulated Risk Management Policy, which guides the Board in (a) approving the Company's Risk Management Framework and (b) overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors' section of the Company's website at:
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act are not applicable to the company for the financial year 2023-24. Since, the Company's Unspent Corporate Social Responsibility Account has a balance of Rs.8,92,849/- pertaining to the FY 2022-23, the Board is continuing with the constitution of Corporate Social Responsibility Committee (CSR Committee) as required under Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The Committee was initially constituted on May 28, 2022.
The CSR Committee constituted by the Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be incurred on the activities mentioned in the CSR Policy.
The category and composition of the committee is as follows: -
Sl. No
1.
2.
3.
Bhupathiraju
Two CSR meetings were held during the FY 2023-24 i.e., on August 12, 2023 and February 12, 2024 and all the members of the Committee were present.
The Corporate Social Responsibility Policy is posted under the Investors section of the Company's website at:
The Annual Report on CSR activities is appended as Annexure-III, which forms part of this report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, its Committees and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and effective functioning of the Board and individual directors.
A separate meeting of Independent Directors was held on 12th February 2024 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity, 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. All the Independent Directors were present at the meeting.
CRITERIA FOR PERFORMANCE EVALUATION
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company's Website.
The details of training and familiarization program are available on the website at
DIRECTORS
The Board of Directors as on March 31, 2024 consists of seven (7) directors, three (3) of whom are Independent Directors including a woman Director, remaining three (3) are Executive Directors and the balance one (1) is a Non-Executive Director.
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Satyanarayana Raju Bhupathiraju (DIN: 02697880), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the members.
In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief resume of the director proposed to be re-appointed is attached along with the Notice of the ensuing Annual General Meeting.
Moreover, the Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):
Board of Directors:
The Board is duly constituted.
The Board of Directors appointed Mr. Ranga Raju Alluri (DIN: 10044882) as an Additional Non - Executive Director of the Company in its Board Meeting held on August 12, 2023, whose period of office was up to the date of the 7th Annual General Meeting or the last date on which the 7th Annual General Meeting should have been held, whichever was earlier. Being eligible, he was appointed as a Non - Executive Director of the Company in the 7th Annual General Meeting held on September 28, 2023 in accordance with Section 160 of the Companies Act, 2013.
However, Mr. Kandula Murali Mohan (DIN: 03313407), Whole Time Director has resigned effective the closing business hours of August 12, 2023.
Moreover, in the 7th Annual General Meeting held on September 28, 2023, Mr. Gaddam Venkata Ramana (DIN:00031873) and Mr. Satyanarayana Raju Bhupathiraju (DIN: 02697880) were re-appointed as the Managing Director and Whole-Time Director of the Company respectively for a period of 3 years w.e.f January 1, 2024 to December 31, 2026.
Moreso, the Board of Directors in its meeting held on October 16, 2023 has appointed Mr. Satish Pandurang Samant (DIN: 10294920) as an Additional Executive Director for a period of 3 years w.e.f October 16, 2023 to October 15, 2026 and also as Chief Executive Officer (CEO) of the company. His appointment as an Executive Director of the Company was approved by the shareholders via Postal Ballot on December 25, 2023. But, Mr. Samant has resigned from the office of Executive Director and Chief Executive Officer w.e.f. May 29, 2024.
Company Secretary and Compliance Officer:
Mr. Ramesh Kumar Bandari (M.No: A24519), an Associate member of The Institute of Company Secretaries of India (ICSI) was appointed as Company Secretary and Compliance Officer of the Company w.e.f November 10 ,2023 on the resignation of Ms. Nirosha Ravikanti (M.No:A68115), an Associate member of The Institute of Company Secretaries of India (ICSI) w.e.f October 28 ,2023.
KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2024:
$ Resigned w.e.f May 29, 2024
*Appointed w.e.f November 10 ,2023
Apart from the above, there were no other change in the office of Directors and KMP.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the financial year or close of financial year under report and even as on date. Further, no Company has become or ceased to become the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.
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
No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going concern status and Company's operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has established and maintained a framework of internal financial controls and compliance systems. 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 your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.
Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended on March 31, 2024, which forms part to the Statutory Auditor's Report.
VIGIL MECHANISM
The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy is posted under the Investors section of the Company's website at
ANTI-SEXUAL HARASSMENT POLICY
The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended on March 31, 2024, no cases were received pertaining to Sexual Harassment. Further there were no cases / complaints pending disposal as at the end of the financial year. The Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the company's securities.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
Statutory Auditors
The Members of your Company in the 6th Annual General Meeting held on September 28, 2022 appointed NSVR & Associates LLP, Chartered Accountants (Registration No. 0088015/S200060) as the Statutory Auditors of the Company for a term of 5 (five) consecutive financial years from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting i.e from the FY 2022-23 to FY 2026-27.
AUDITORS' QUALIFICATION AND REMARKS:
There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought to the notice of the members that there are certain delays in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, Goods and Services Tax, duty of customs, duty of excise, cess and other material statutory dues as applicable to the appropriate authorities. To which, the Board explained that the delay was because of insufficient cash flows and shortage of working capital, which was due to heavy blockage of stocks.
Secretarial Auditors
M/s. P S Rao & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for the financial year 2023-2024. Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Secretarial Audit Report for the financial year ended on March 31, 2024, in Form MR-3, is annexed to this Annual Report as Annexure IV.
Moreover, the Board in its meeting held on August 12, 2023 has appointed M/s P S Rao & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2023-24.
As required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company transferred the unspent CSR amount pertaining to the financial year 2022-23 to a separate bank account on August 25, 2023. The unspent CSR amount is required to
be spent by March 31, 2026.
The unspent CSR funds kept in separate bank account shall be utilized post receipt of necessary approvals for laying of village road near factory.
Registrar of Companies after the prescribed time.
within the due date.
Cost Auditors
The Board in its meeting held on August 12, 2023 has re-appointed KJU & Associates, Cost Accountant (Registration No.000474) as the Cost Auditor for the Financial Year 2023-24 and has carried out the Cost Audit for the applicable business for the year under review.
Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board of Directors in its meeting held on August 12, 2023 has appointed KJU & Associates, Cost Accountant (Registration No.000474) as Cost Auditor of the Company for the financial year 2023-24. The proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders at the ensuing Annual General Meeting.
The company is maintaining cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013.
Internal Auditors
V D P & Co, Chartered Accountants are the Internal Auditors of the Company for the financial year 2023-24. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee's meetings.
The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit.
The Directors in their meeting held on May 29, 2023 have appointed V D P & Co, Chartered Accountants as the Internal Auditors of the Company for the financial year 2023-24.
AUDIT COMMITTEE
The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The details of the composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report furnished as a part of the Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The details of the composition of the Stakeholders' Relationship Committee are given in the Corporate Governance Report furnished as part of the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure –V to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report.
The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report as Annexure VI. There are no observations or adverse remarks in the said certificate.
As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the companies is attached to this report as Annexure VII.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DEPOSITS
The Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the financial year (March 31, 2024) of the company to which the financial statements relate and the date of the report (May 29, 2024).
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the company by its officers or employees, the details of which need to be mentioned in the Board's report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under the review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
No one time settlement took place during the year under review.
ACKNOWLEDGMENTS
Your Directors thank the Company's employees, customers, vendors, and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, and concerned Government departments and agencies for their co-operation.