Dear Members,
The Directors have pleasure in presenting the 18th Annual Report of the Company, together with the Audited Accounts for the Financial Year ended 31st March, 2024
Financial Highlights
State of Company Affairs
The Company's Revenues stood at Rs.1,580.49 Lakhs During the year under review, PAT at Rs.16.24 Lakhs as against the corresponding Previous Year, there was Revenue of Rs.1,231.30 Lakhs and the PAT was Rs.124.50 Lakhs. Your directors are exploring more business opportunities and growth and profitability of the Company, in the years ahead.
Dividend
The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended 31st March, 2024.
Transfer to Reserves
The Board of Directors has not proposed to transfer any amount to the General Reserve.
Changes in Share Capital
The Authorized Share Capital of the Company was increased to Rs.15,00,00,000 (divided into 1,50,00,000 Equity Shares of Rs. 10/- each) and the Paid-up Share Capital has increased from Rs.9,95,00,000/- to Rs.13,95,00,000/- (divided into 1,39,50,000 Equity Shares of Rs.10/- each), in respect of the Initial Public Offering wherein the Company had issued and allotted 40,00,000 Equity Shares of Face Value Rs.10/- each issued at Rs.30/- in the Initial Public Offer of the Company. The Company got listed on the NSE SME Board on June 30, 2023.
Material Changes and Commitments affecting the Financial Position of the Company which have occurred between 31st March, 2024 and 22nd August, 2024 (Date of the Report)
During the period under review, the Company had defaulted in the repayment of Cash Credit Facility availed and the bank has classified the account as NPA. The Management has made representation to the bank for the erroneously classification of the Account as NPA, which was made on technical grounds. The Board is discussing to pay the overdue and regularize the account.
Nature of Business
The Company is into the manufacturing of Pharmaceuticals Products and there has been no change in the nature of Business of the Company during the year.
Public Deposits
During the year under review, the Company has not accepted any deposit pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Annual Return
A copy of the Annual Return for the Financial Year 2023-2024 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3)(a) and is available at the following link: http://www.vilinbiomed.co.in/
Director's Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed. ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were 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 or Loss of the Company for the Year under review. iii) The Directors have 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. iv) The Directors have prepared the Annual Accounts on a Going Concern basis. v) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system was adequate and operating effectively.
Directors and Key Managerial Personnel a. Composition of Board of Directors of the Company:
As on 31st March, 2024 the Board has the following Directors:
b. Changes in the KMP:
During the year, Ms. Ashdeep Kaur has resigned from the position of Company Secretary and Compliance Officer of the Company on February 24, 2024. c. Changes after the year under review:
From the closure of the Financial Year (31st March, 2024) till the date of the Boards' Report (22nd August, 2024), the following changes took place on the Board/KMP of the Company:
d. Number of Meetings of the Board and Director's Attendance
During the year ended 31st March, 2024 Five (5) Board Meetings were held in accordance with the provisions of the Companies Act, 2013 and in compliance with the Secretarial Standards of the Institute of Company Secretaries of India (ICSI).
The following Annual/ Extra Ordinary General Meetings were held, During the year under review:
Formal Annual Evaluation
As per Section 149 of the Companies Act, 2013 the Independent Directors of the Company had a Meeting on February 8, 2024 without attendance of Non Independent Directors and Members of the Management. In the Meeting, the following issues were taken up: (a) Review of the performance of the Board as a whole; (b) Review of the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non Executive Directors; (c) Assessing the Quality, Quantity and Timelines of flow of information between the Company Management and the Board, that is necessary for the Board to perform their duties effectively and reasonably. The Meeting also reviewed and evaluated the performance of Non Independent Directors. The Meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:
Preparedness for Board / Committee Meetings
Attendance at the Board / Committee Meetings
Guidance on Corporate Strategy, Risk Policy, Corporate Performance and Overseeing Acquisitions and Disinvestments.
Ensuring a Transparent Board Nomination Process with the diversity of Experience, Knowledge, Perspective in the Board.
Ensuring the integrity of the Company's Accounting and Financial Reporting Systems, including the
Independent Audit, and that appropriate systems of control are in place, in particular, systems for Financial and Operational Control and Compliance with the law and relevant Standards.
Declaration from Independent Directors on Annual Basis
The Company has received the declarations from Mr. Veerareddy Vallapureddy and Ms. Aruna Madishetti, Independent Directors of the Company to the effect that they are Meeting the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Act and of Sub-Rule (1) and Sub-Rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including the proficiency) of the independent Directors.
Statutory Auditors
M/s PPKG & Co, Chartered Accountants (FRN: 009655S) have been appointed as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 22nd Annual General Meeting. The said Auditors have carried out the Statutory Audit for the Financial Year 2023-2024. The Auditors Report for the Financial Year 2023-2024 does not contain any qualifications, reservations or adverse remark.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as "Annexure A." Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange Earnings or Outflow.
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 had appointed Mr. Kashinath Sahu, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B." During the year under review, there were no qualifications, reservations or adverse remarks reported by Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his duties as Secretarial Auditor.
Management Discussion and Analysis
Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as "Annexure C."
Internal Control Systems and their Adequacy
The Company has an in-house Internal Control System, commensurate with the size, scale and complexity of its operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual. 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 and Management. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of the Company.
Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
Audit Committee
The Audit Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations with the following as Members of the Committee. The Audit Committee comprises:
The Company Secretary of the Company acts as the Secretary of the Audit Committee.
The terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.
Audit Committee Meetings and Attendance
Four Audit Committee Meetings were held during the year ended 31st March, 2024. The maximum time gapbetween any of the two meetings was not more than four months.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations. The Nomination and Remuneration Committee include the following:
The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Nomination and Remuneration Committee Meetings and Attendance
The Nomination and Remuneration Committee has met once on 8th February 2024.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations. The Stakeholders Relationship Committee include the following:
The Company Secretary of the Company acts as the Secretary of the Stakeholders' Relationship Committee.
Stakeholders Relationship Committee Meetings and Attendance
The Stakeholders Relationship Committee has met once on 8th February 2024.
Risk Management Committee
Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee is not applicable to the Company during the Financial Year under review.
Corporate Governance and Shareholders Information
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to comply with the provisions of filing Corporate Governance Report to the Stock Exchange as it is not applicable to the Companies listed on the SME Platform.
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013
The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2023-2024, which is beyond the limits as per Section 186 of the Companies Act, 2013.
Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013
All the Contracts / Arrangements / Transactions entered by the Company, during the year under review, with Related Parties were in the ordinary course of business and at Arm's Length Basis. The particulars of such contracts or arrangements with Related Parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form AOC-2 is enclosed as "Annexure D" to this Report. All the Related Party Transactions were placed before the Audit Committee and also before the Board for their respective approval. Omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the transactions which can be foreseen and are repetitive in nature. The Company has developed a Policy on Related Party Transactions including the latest amendments thereof for the purpose of identification and monitoring of such transactions.
Policy on Preservation of the Documents
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents of the following type: (a) documents whose preservation shall be permanent in nature; (b) documents with preservation period of not less than eight years after completion of the relevant transactions
Vigil Mechanism
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No Director or employee has been denied access to the Audit Committee. The web link for the policy is as follows: http://www.vilinbiomed.co.in/
Policy on criteria for determining Materiality of Events
The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The Policy is authorizing the Key Managerial Personnels of the Company for the purpose of determining materiality of an event or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall Governance Framework for such determination of Materiality.
Policy on Directors' Appointment, Remuneration & Other Details
The Company's Remuneration Policy is directed towards the rewarding of performance based on review of achievements periodically. The Remuneration Policy is in consonance with the existing Industry practice. The Company's Shareholders may refer the Company's website for the Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under Sub-Section (3) of Section 178.
Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concerns Status and Company's Operations in future
The Company has not received any Significant or Material Orders passed by any Regulatory Authority, Court or Tribunal which shall impact the Going Concern Status and Company's Operations in future.
Details of Subsidiary Companies, Associates and Joint Venture Companies
The Company does not have any Subsidiary, Associate or Joint Ventures during the period under review.
Industrial Relations
Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees. It has taken various steps to improve productivity across the organization.
Business Risk Management
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.
Transfer of Amounts to Investor Education and Protection Fund
Your Company does not have any Unpaid or Unclaimed amounts lying for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Particulars of Employees
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.
Corporate Social Responsibility
The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to our Company
Maintenance of Cost Records
The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not applicable to the Company.
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other Employees from Trading in the Securities of Vilin Bio Med Limited at the time, when there is Unpublished Price Sensitive Information.
Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to prevent Sexual Harassment of Women at Workplace as per "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, no complaint of harassment at the workplace was received by the Committee.
Acknowledgement
Your directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, consultants, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors. Your directors also wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.