To,
The Members,
VAX HOUSING FINANCE CORPORATION LIMITED.
Dear Shareholders,
Your Directors have pleasure in presenting herewith the 28th Audited Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2022.
FINANCIAL HIGHLIGHTS
During the financial year 2021-22, the financial operational result of the Company is as follows:
(Rs. Rs in Lakh)
SHARE CAPITAL STRUCTURE
There was no change in Number of shares and value of shares in the Authorized, Issued, Subscribed and Paid-up Share Capital Structure of the Company.
DIVIDEND
During the year under review the directors have not recommended any Dividend to be paid in order to strengthen the long-term resources of the Company.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund. There are no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc lying with the company which are required to be transferred to Investors Education and Protection Fund.
YEAR UNDER REVIEW
During the year under review your company had earned a total income of Rs. Rs in Lakh 4.14/- (Previous Year Rs. Rs in Lakhs 4.60/-). After meeting with the day to day and total expenses of Rs. Rs in Lakhs 4.30/- (Previous year of Rs. Rs in Lakhs 4.66/-), Fringe Benefit Tax of Rs. NIL (Previous year Rs. NIL /-) the company has earned a net Profit for the year of Rs. (0.21)/- (Previous year Net Loss of Rs. (0.14)/-).
BUY BACK OF SHARE CAPITAL
The Company had not made any Buy Back of its paid-up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 2013. Hence no specific disclosure is required to be made in this report
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.
DEPOSITS
During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:
The Complete Report on Corporate Governance is given separately after this report which is forming part of this report.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent LINK INTIME INDIA (P) LIMITED. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 474 H 01014.Total Share dematerialized up to 31st March 2022 were 11287080 which constitute 94.03% of total capital. Your directors request all the shareholders to dematerialize their shareholding in the company as early as possible.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report.
DIRECTORS
None of the Directors of the Company retires by rotation as per provisions of the Act at this Annual General Meeting.
The Company has received declarations from Mr. Nilesh Arvindkumar Shah and Mrs. Julie P. Joshi, the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under regulations of SEBI (LODR),2015 with the Stock Exchanges. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item No. 4 (2), (3) of the Annual General Meeting Notice.
Formation of Audit Committee in Compliance to Section 177 of the Companies Act, 2013 and Regulation 27 of the SEBI (LODR), 2015 on Corporate Governance
In Compliance with the provisions of Section 177 of the Companies Act 2013 your company has formed an Audit Committee within the Organization consisting of 3 independent directors. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in SEBI (LODR),2015 for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.
STATUTORY INFORMATION
The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy; technology absorption, foreign exchange earnings and outgo are not applicable to the company as Company is not manufacturing any product or providing any services. There was no foreign exchange earnings and outgo within the company during the year under review.
EMPLOYEES
There are no employees of the company who were in receipt of the remuneration of Rs.1.5 Cr. in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 8,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended being not applicable is not given in this report.
DECLARATION BY INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.
(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs' rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,
(7) Who neither himself, nor any of his relatives,
(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which I\he is proposed to be appointed.
(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;
(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR
(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2020-21, the Board of Directors state:
a) In the preparation of the annual accounts for the financial year ended 31st March 2021, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;
b) The Directors have 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 profit and loss account of the Company for that period;
c) 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;
d) The Directors have prepared the annual accounts on a going concern basis; and
e) The directors in the case of a listed company had 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 operating effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)
In compliance with Section 178 (1) as also in compliance with Clause 49 of the Listing Agreement, the
Board of Directors do hereby declare that:
a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR),2015. However, the Company is still in process for appointing a suitable person as woman director as required under Section 149 of the Companies Act, 2013.
b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR),2015 and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.
d. The Company pays managerial remuneration to its Managing/Whole Time Directors based upon their qualification, experience and past remuneration received by them from their previous employers and company's financial position.
e. The Independent Directors are paid sitting fee for attending Board and other committee meetings as decided by the Board from time to time. This sitting fee is decided considering the financial position of the company.
f. The Company is not paying any commission on net profits to any directors.
g. During the year the Board has met 5 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in the reports of the Corporate Governance.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND
COMMITTEES AND INDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of every individual director, committee of directors, independent directors and board as a whole.
2. For these purpose the Board makes evaluation twice in a year on a half yearly basis.
3. The performance of individual directors are evaluated by the entire Board, excluding the Director being evaluated on the basis of presence of every directors at a meeting, effective participation in discussion of each of the business of agenda for the meetings, feedback receives from every directors on draft of the minutes and follow up for action taken reports from first line management.
4. Effectiveness and performance of various committees are evaluated on the basis of the scope of work assign to each of the committees the action taken by the committees are reviews and evaluated on the basis of minutes and agenda papers for each of the committee meetings.
5. The performance of independent directors are evaluated on the basis of their participation at the meetings and post meeting follow up and communication from each of such independent directors.
AUDITORS
STATUTORY AUDITOR
M/S. NIYATI PATEL & CO., Statutory Auditors of the company have given their letter of consent and confirmation under provisions of Section 139(1) of Companies Act, 2013 read with Rule 4 and 6 of The Companies (Audit and Auditors) Rules, 2014 (Section 224(1B) of the Companies Act, 1956) for Appointment as Statutory Auditors of the Company for the term of Five Years from the Financial year 2022-23 to 2026-27. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.
INTERNAL AUDITORS
The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there were no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with this requirement.
SECREATARIAL AUDITOR
The Company has appointed M/s. PANDYA SHARMA & CO LLP. as the secretarial auditor for the financial year 2021-22. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR
1. Company has not submitted compliance certificate to the Stock Exchange as per Regulation 7(3) of the Securities and Exchange Board India (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the quarter ended on 31st March, 2021.
2. Company has not submitted Secretarial Compliance Report to the Stock Exchange for the financial year 2020-21as per Regulation 24A of the Securities and Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. Company has not disclosed Outcome of Meeting of the Board of Directors for considering financial results for the Quarter ended 30th June, 2021, 30th September, 2021 and 31st December, 2021 as per Regulation 30 of the Securities and Exchange Board India (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Para A of Part A of Schedule III.
4. E-form MGT-7 along with MGT-8 i.e. Annual Return as per Section 92 of the Companies Act, 2013 was not filed by the Company.
5. E-form MGT-14 for appointment of Secretarial Auditor and Internal Auditor was not filed by the Company.
6. E-voting facility was not provided by the Company to the Shareholders in the Annual General Meeting of the Company held on 29th September, 2021.
7. Status of DIN of Mr. Kailash Gupta, Mr. Vijaysingh Rathore and Mr. Satish Chand is Disabled.
8. Appointment of Company Secretary and Chief Financial Officer was not done as per Section 203 of the Companies Act, 2013.
9. Retirement of Directors as per Section 152(6) was not done in the Annual General Meeting of the Company held on 29th September, 2021.
10. E-form ACTIVE was not filed by the Company as per Rule 25A of Companies (Incorporation) Rules, 2014.
11. Proof of Dispatch of Notice of Annual General Meeting of the Company held on 29th September, 2022 to shareholders was not found.
12. Proof of Newspaper advertisement as per Regulation 47of the Securities and Exchange Board India (Listing Obligation and Disclosure Requirements) Regulations, 2015 was not found.
13. Website of the Company is not found.
14. The Company has not paid the Annual listing Fees from the year 2018-2019 till date and various other arrears.
15. Auditor appointment was not done as per Section 139 of the Companies Act, 2013.
16. Limited Review Report and Audit Report were not given by Peer Review Chartered Accountant as per Regulation 33 of the Securities and Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
17. Independent Directors of the Company had not applied for inclusion / renewal of their name in the data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
18. Disclosure under Regulation 30 and Regulation 31(4) of Securities and Exchange Board India (Substantial Acquisition of Shares & Takeovers) Regulation, 2011was not made.
MANAGEMENT PERCEPTION ON OBSERVATIONS OF THE SECRETARIAL AUDITORS:
The Company is facing a server fund crunch, as a result the company's financial conditions and business operations are also reducing and affected. The CFO, Company Secretary, Internal Auditors being Chartered Accountants are not easily available at the professional fees/ salary affordable to the Company. Even though, the company and its management are making all out steps to make compliance with these provisions at the earliest possible time.
AUDITORS OBSERVATION
There are no adverse observations made by the Auditors in their report. However, notes to the Accounts to itself are clarificatory and self-explanatory in the nature.
APPOINTMENT OF COST AUDITORS:
As the company is not engaged in any manufacturing activities, it is not required to get its financial and other business operations audited by a cost auditor.
MATERIAL CHANGES / INFORMATION:
1. No material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company.
2. The Bombay stock exchange has passed some of the orders pursuant to powers granted to it by SEBI for non-compliance/ late compliance with the Listing Agreement clauses through e-mail. Total approximate penalty imposted on the company are more than 10.00 lacs. The Management is taking all possible steps to make necessary arrangement for making good these liabilities. Except this, no significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future.
APPRECIATION
Your Directors place on record their sincere appreciation for the valuable support and cooperation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company's shareholders in its entire endeavor.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.
• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There has been no change in the nature of business of the Company.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2021-22.
• There was no instance of onetime settlement with any Bank or Financial Institution during the Financial Year 2021-22.