Directors' Report
To the Members
The Board of Directors is pleased to present the Annual Report along with the Audited Financial Statements (Consolidated and Standalone) of the Company for the Financial Year ended March 31,2024.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial performance (Standalone and Consolidated) for the year ended March 31, 2024, is summarised below:
Consolidated
Standalone
2. DIVIDEND
With a view to conserve and save the resources for future prospects of the Company, the Board of Directors does not recommend any dividend for the Financial Year ended on March 31,2024.
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, there is no amount of dividend remaining unclaimed/unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).
3. TRANSFER OF RESERVES
The Board has not proposed to transfer any amount to any Reserves. Therefore, total amount of profit is carried to the reserve and surplus as shown in the Balance Sheet of the Company. However, Rs. 73.71 Lakhs has been apportioned towards prior period items from Surplus.
4. COMPANY BACKGROUND
Our Company was incorporated under the provisions of the Companies Act, 2013 on January 11, 2008 in
the name of Vinsys IT Services India Private Limited and received a certificate of incorporation from the Registrar of Companies, Maharashtra, Pune. Later our Company was converted into a Public Limited Company pursuant to shareholders resolution passed at Extra-ordinary General Meeting of our Company held on May 10, 2023 and consequently and the name of our Company was changed to "Vinsys IT Services India Limited". A fresh Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated May 12, 2023. was issued by the Registrar of Companies, Pune. The Corporate Identification Number of our Company is L72200PN2008PLC131274.
5. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES
The Board of Directors had, in its meeting held on 14 May, 2023, proposed the Initial Public Offer (IPO) not exceeding 38,94,000 equity shares at such price as may be decided by the Board of Directors in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on May 15, 2023.
Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and Link Intime India Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue. The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated July 14, 2023, granted it's In-Principle Approval to the Company.
The Company had filed Prospectus to the Registrar of the Companies, Pune on August 8, 2023. The Public Issue was opened on Tuesday, August 1, 2023 and closed on Friday, August 4, 2023. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant Banker in consultation with the NSE on August 8, 2023 and allotment was made on August 9, 2023. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated August 10, 2023. The trading of equity shares of the Company commenced on August 11,2023 at Emerge Platform of NSE.
The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2023-2024 have been paid.
Utilisation of IPO proceeds
The Company raised funds of Rs. 49.84 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:
Further, there is no deviation/variation in the utilization of gross proceeds raised through IPO.
6. CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
7. SHARE CAPITAL
During the year under review, there were no changes in the Authorised Share Capital of the Company . Further, the following changes were made in the Paid-up Share Capital of the Company:
The Board of Directors in their meeting held on May 6, 2023 considered and approved the allotment of 7,83,927 equity shares of Rs. 10 each at a price of Rs.126 per equity share (including premium of Rs. 116 each) on preferential basis to Non-Promoter/public category.
Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on August 9, 2023, has allotted a total of 38,94,000 Equity Shares Rs. 10 each at price of Rs. 128 per Equity Share (Including a share premium of Rs. 118 per equity share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.
The Share Capital of the Company after these changes stood as follows as on the date of Report:
Authorized Capital The Authorized Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs Only) Equity Shares of Rs. 10 (Rupees Ten Only) each.
Issued, Subscribed and Paid-Up Capital The present Paid-up Capital of the Company is Rs. 14,67,79,270 (Rupees Fourteen Crores Sixty Seven Lakhs Seventy Nine Thousand Two Hundred Seventy Only) divided into 1,46,77,927 (One Crore Forty Six Lakhs Seventy Seven Thousand Nine Hundred Twenty Seven Only) Equity Shares of Rs.10 (Rupees Ten Only) each.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of the Board
As on the date of this Report, the Board comprises the following Directors:
No. of committees *
* Committee includes Audit Committee and Stakeholders' Relationship Committee across all public limited companies including Vinsys IT Services India Limited. ** Excluding Section 8 company, struck off company, amalgamated company and LLPs.
The composition of the Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having the composition of the Board as per Regulation 17 of the Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.
Board Meetings
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board
meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.
During the year under review, 16 (sixteen) Board Meetings were convened and held on April 5, 2023, May 5, 2023, May 6, 2023, May 14, 2023, May 17, 2023, May 27, 2023, May 29, 2023, June 27, 2023, July 19, 2023, July 31,2023, August 9, 2023, September 18, 2023, October 26, 2023, November 10, 2023, December 12, 2023 and March 19, 2024.
The necessary quorum was present for all the meetings. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Agenda and notes of the meetings were circulated to the Directors.
The details of attendance of each Director at the Board Meetings are given below:
General Meetings
During the year under review, the following General Meetings were held, the details of which are given as under:
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
Independent Directors
In terms of Section 149 of the Companies Act, 2013 and Rules made there under, the Company has three NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013.
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.
A separate meeting of Independent Directors was held on March 19, 2024, to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
Change in the Board Composition
Changes in the Board Composition during the Financial Year 2023-2024 and up to the date of this Report is furnished below:
Appointment of Directors during the Financial Year 2023-2024
Nil
Change in designation of Directors during the Financial Year 2023-2024
1. Mr. Vikrant Patil (holding DIN 00325383) redesignated as the Chairman and Managing Director of the Company for a period of 5 years with effect from May 14, 2023, as approved by the members in their Extra Ordinary General Meeting of the Company held on May 15, 2023.
2. Mrs. Vinaya Patil (holding DIN 00325458) redesignated as the Whole Time Director of the Company for a period of 5 years with effect from May 14, 2023, as approved by the members in their Extra Ordinary General Meeting of the Company held on May 15, 2023.
Resignation of Directors during the Financial
Year 2023-2024
Retirement by rotation and subsequent reappointment
1. Mr. Vikrant Patil (DIN: 00325383), Chairman and Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.
The Company has received the requisite disclosures/declarations from Mr. Vikrant Patil.
The brief resume and other details relating to the Directors who is proposed to be re-appointed, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.
The resolution seeking approval of the members for re-appointment of the aforesaid Director has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.
Regularization of Directors
1. Mr. Ravindra Kamthe (holding DIN 10083340), Additional Director of the Company, was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on May 15, 2023, for a period of five years up to March 20, 2028, not liable to retire by rotation.
2. Mr. Pradeep Nannajkar (holding DIN 10083992), Additional Director of the Company, was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on May 15, 2023, for a period of five years up to March 21, 2028 not liable to retire by rotation.
3. Mr. Kaarthik Subramani Krishnamurthy (holding DIN 10084012) Additional Director of the Company, was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company
held on May 15, 2023 for a period of five years up to March 21,2028 not liable to retire by rotation.
Appointment of Key Managerial Personnel during the Financial Year 2023-2024
1. Mr. Vikrant Patil was appointed as a Chairman and Managing Director of the Company for a period of 5 years with effect from May 14, 2023.
2. Mrs. Vinaya Patil was appointed as a Whole Time Director of the Company for a period of five years with effect from May 14, 2023.
3. Mrs. Gayatree Karandikar was appointed as Company Secretary and Compliance Officer of the Company with effect from May 5, 2023.
4. Mr. Nilesh Deshpande was appointed as Chief Financial Officer of the Company with effect from May 14, 2023.
5. Mrs. Saneeka Dhamankar was appointed as Chief Financial Officer of the Company with effect from September 19, 2023.
Resignation of Key Managerial Personnel during the Financial Year 2023-2024
1. Mr. Nilesh Deshpande stepped down from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of working hours of September 18, 2023 due to some personal reasons and continued to be an employee of the Company.
Performance evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the following manners;
• The performance of the Board was evaluated by the Board, after seeking inputs from all the Directors, on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.
• The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
• The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
• In addition, the Chairman was also evaluated on the key aspects of his role.
9. CHANGE IN REGISTERED OFFICE
During the year under review, there was no change in the Registered Office of the Company.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts for the year ended March 31, 2024, on going concern basis.
e) the Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. COMMITTEES OF THE BOARD
The Board of Directors, in line with the requirement of the Companies Act, 2013, has formed various committees, details of which are given hereunder:
A. Audit Committee
The Board of Directors in their meeting held on May 17, 2023, constituted the Audit Committee of the Board of Directors of the Company.
The Audit Committee comprises of 2 Non-Executive Directors and 1 Executive Director, out of which 2 are Independent Directors. The composition of the Audit Committee is in conformity with the provisions of the Companies Act, 2013.
During the year under review, 2 (two) meetings of the Committee were held on September 18, 2023 and, November 10, 2023.
The composition of the Committee and attendance at its meetings as at March 31,2024, are given below:
No. of meetings during the Financial Year 2023-2024
The Company Secretary acts as the Secretary to the Audit Committee. The Executive Directors and the Chief Financial Officer attend the Audit Committee Meetings. The representatives of the Internal Auditors, Statutory Auditors and Business Unit/Operation Heads whenever required are invited to the Audit Committee meetings.
Mr. Ravindra Kisanrao Kamthe, the Chairman of the Committee was present in the Annual General Meeting to answer the shareholder queries.
Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy/Vigil Mechanism (the Policy) to deal with instances of fraud, unethical behavior, etc. The Policy provides a mechanism for Directors and employees of the Company and other persons dealing with the Company to report genuine concerns including but not limited to unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct for Board of Directors and Senior Management or ethics policy or leakage of Unpublished Price Sensitive Information
(UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations, 2015, or any other instance to the Chairman of the Audit Committee of the Board of Directors of the Company. The Policy is placed on the Company's website, viz., www.vinsys.com.
There were no complaints filed/pending with the Company during the year.
B. Nomination and Remuneration Committee
The Board of Directors in their meeting held on May 17, 2023, constituted the Nomination and Remuneration Committee of the Board of Directors of the Company.
The Nomination and Remuneration Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee. During the year under review, 2 (two) meeting of the Committee was held on May 27, 2023, September 18, 2023 and March 19, 2024.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company.
The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.vinsys.com/investor#policies.
Remuneration of Director
The details of remuneration paid during the Financial Year 2023-2024 to the Directors of the Company is provided in Form MGT-7.
C. Stakeholders' Relationship Committee
The Board of Directors in their meeting held on May 17, 2023, constituted the Stakeholders' Relationship Committee of the Board of Directors of the Company.
The Stakeholders' Relationship Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee.
The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders'/ Investors' Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.
During the year under review, 2 (two) meeting of the Committee was held on November 10, 2023 and March 19, 2024.
During the year the Company has received 13 complaints. There was no complaint pending as on March 31,2024.
12. PUBLIC DEPOSITS
The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITY
Details of loans, guarantees, investments and security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024, is available on the Company's website on www.vinsys.com.
15. TRANSACTIONS WITH RELATED PARTIES
All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of the related party transactions for the financial year 2023-2024 is given in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.vinsys.com/investor#policies.
16. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31,2024, to the date of this Report.
17. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 (12) of the Companies Act, 2013, read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration over the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.
Having regard to the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.
Disclosures relating to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure-A, which forms part of this Report.
18. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2024, the Company has the following subsidiaries:
In accordance with Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiary companies in Form AOC-1 is annexed to this Report as " Annexure-B".
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129 (3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.
Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2024.
19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any nature we have framed the Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company has received NIL complaints on sexual harassment, and Nil complaints remained pending as of March 31,2024
20. RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.
21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY
i) Steps taken/impact on conservation of energy:
Your Company is firmly committed to reduce the consumption of power by introducing more energy efficient technology. The operations of the Company are not energy intensive. However, the Company endeavored to conserve energy consumption wherever feasible.
ii) Steps taken by the company for utilizing alternate sources of energy including waste generated:
iii) Capital investment on energy conservation equipments:
TECHNOLOGY ABSORPTION
i) The efforts made towards technology absorption:
No special efforts made towards technology absorption. However, your Company continues its commitment to up the quality by absorbing the latest technology.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
Not Applicable
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
There is no import of technology during last three years. Hence information as required to be provided under rule 9.8 (3) (B) (iii) of Companies (Accounts) Rules, 2014, is Nil.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and/or outgo during the year 2023-2024, are follows:
22. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.
23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.
The internal control system is supported by the internal audit process.
24. CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our Company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) and (t) of Sub-Regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form a part of this Report, though we are committed for the best corporate governance practices.
25. CORPORATE SOCIAL RESPONSIBILITY
As per the Audited Financial Statements as on March 31,2024, the net profit of the Company (profit as per Section 198 of Companies Act, 2013) is exceeding Rs. 5 Crores. As per Section 135 (9) of the Companies Act, 2013, where the amount to be spent by a company under Sub-Section (5) does not exceed fifty lakh rupees, the requirement under Sub-Section (1) for constitution of the Corporate Social Responsibility (CSR) Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. Therefore, Company doesn't require constituting CSR Committee.
Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed a policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Companies Act, 2013.
The details of CSR activities undertaken during the Financial Year 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as "Annexure-C" and forms part of this Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a review of the performance of the Company and future outlook is provided in the Management Discussion and Analysis Report annexed to this Report as "Annexure-D".
27. STATUTORY AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with rules made thereunder, A Y & Company, Chartered Accountants, (Firm Registration No. 020829C), were appointed as Statutory Auditors of the Company in the Annual General Meeting of the Company held on July 25, 2023, to fill in the casual vacancy caused by resignation of previous auditors A S Gholkar & Co. Chartered Accountants and to hold office for a further period of five years till the Annual General Meeting to be held for the financial year 2028.
The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the Financial Statements in this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
28. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.
29. SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/S. SCS and Co. LLP is appointed as a Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is annexed to this report as an "Annexure - E".
Observation of the Secretarial Auditor
Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database).
Management response
The Company was in process of taking software of SDD post listing. This caused delay in capturing of entries in SDD software. However, the management had made necessary arrangements in this regard and ensured that such delays not happens in future.
30. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of Companies Act 2013, the Company had appointed A S Gholkar & Co., Chartered Accountants (Firm Registration No. 124138W), as an Internal Auditor of the Company for the Finacial year 2023-24.
The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.
31. MAINTENANCE OF COST RECORD
The Company is not required to maintain cost records as specified by the Central Government under SubSection (1) of Section 148 of the Companies Act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.
32. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.
33. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2023-24, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
34. WEBSITE
As per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has maintained a functional website namely "www.vinsys.com" containing information about the Company.
The website of the Company contains information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
35. GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this Report for the items prescribed in Section 134 (3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent the transactions took place on those items during the year.
Your Directors further 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) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
iii) There is no revision in the Board Report or Financial Statement;
iv) The 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 there of.
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.
The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors
Vinsys IT Services India Limited
CIN L72200PN2008PLC131274