To,
The Members,
Your Directors are pleased to present the 18th Annual Report on the
Business and Operations of the Company along with the Audited Statement of Accounts for
the Financial Year ended on 31st March, 2023.
- FINANCIAL RESULT
The financial performance of the Company for the Financial Year
ended on 31st March, 2023 and for the previous Financial Year ended on 31st March, 2022 is
given below:
(Rs. in Lakhs)
Particulars
|
2022-23
|
2021-22
|
Revenue from Operations |
7,562.15 |
6,190.74 |
Other Income |
89.19 |
37.59 |
Total Income |
7,651.34 |
6,228.33 |
Total Expenses |
7,690.86 |
6,027.45 |
Profit Before Tax |
115.89 |
200.88 |
Tax Expense: |
|
|
Current Tax |
2.69 |
46.62 |
Deferred Tax |
0 |
5.67 |
Total Tax expense |
2.69 |
52.29 |
Profit / Loss for the Period |
113.20 |
148.59 |
Earnings Per Share (EPS) |
|
|
Basic |
0.11 |
0.15 |
Diluted |
0.11 |
0.15 |
- OPERATIONS
Total revenue for Financial Year 2022-23 is Rs. 7,651.34 Lakhs
compared to the total revenue of Rs. 6,228.33 Lakhs of previous Financial Year. The
Company has incurred Profit before tax for the Financial Year 2022-23 of Rs. 115.89 Lakhs
as compared to Profit before tax of Rs. 200.88 Lakhs of previous Financial Year. Net
Profit after Tax for the Financial Year 2022-23 is Rs. 113.20 Lakhs as against Net Profit
after tax of Rs. 148.59 Lakhs of previous Financial Year. The Directors are continuously
looking for the new avenues for future growth of the Company and expect more growth in the
future period.
- CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business during the year under
review.
- ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on 31st March 2023 is available on the Company's website at www.vaxtexcotfabltd.com.
- BOARD MEETINGS AND ATTENDANCE
The Directors of the Company met at regular intervals at least once
in a quarter with the gap between two meetings not exceeding 120 days to take a view of
the Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 12 (Twelve) times viz 19th
April, 2022, 28th April, 2022, 1st July, 2022, 11th July, 2022, 5th September, 2022, 11th
October, 2022, 14th October, 2022, 26th December, 2022, 7th January, 2023, 11th
January,
2023, 18th January, 2023 and 21st February, 2023.
- MIGRATION FROM SME EMERGE PLATFORM TO MAIN BOARD PLATFORM
The Company has migrated from SME EMERGE Platform to Main Board Platform w.e.f.
19th April, 2022.
- SUB-DIVISION OF EQUITY SHARES
In the Financial Year 2022-23 Company has approved Sub Division of
existing equity shares from every 1 (One) equity share of Rs. 2/- each into 1 (One) equity
shares of Re. 1/- each in the Extra Ordinary General Meeting held on 1st February, 2023.
- CHANGE IN SHARE CAPITAL
- ALTERATION IN AUTHORISED CAPITAL OF THE COMAPNY
The Company in its Extra Ordinary General Meeting held on 20th May,
2022 has approved for increase in Authorised Capital of the Company i.e. from existing Rs.
17,00,00,000/- (Rupees Seventeen Crores Only) divided into 8,50,00,000 (Eight Crore Fifty
Lakhs) Equity shares of Rs. 2/- (Rupees Two Only) each to Rs. 17,00,00,000/- (Rupees
Seventeen Crores Only) divided into 17,00,00,000 (Seventeen Crores) Equity shares of Re.
1/- (Rupee One Only) each ranking pari passu in all respect with the Existing Equity
shares of the Company.
- PREFERENTIAL ISSUE
In the Financial Year 2022-23, Company issued 2,59,17,900 equity
shares of Rs. 1/- each issued at a premium of Rs. 3.63/- on a preferential basis for
consideration other than cash to Non Promoter (Public Shareholder).
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section
134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of
Directors hereby submit that:
- In the preparation of the Annual Accounts, for the year ended on 31st March, 2023 the
applicable accounting standards have been followed and there are no material departure
from the same,
- 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 financial year and of the profit
of the company for the financial year ended on 31st March, 2023.
- The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities,
- The Directors had prepared the Annual Accounts on a going concern basis,
- The Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively and
- 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.
- DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES
The Company has no Holding, Subsidiary, Associate Company and Joint
Venture.
- COMMENT ON AUDITORS' REPORT
There were no qualifications, reservations, adverse remarks or
disclaimer made by the Auditors in their report on the financial statement of the Company
for the financial year ended on 31st March, 2023. Furthermore, there were no frauds
reported by the Auditors of the Company pursuant to Companies Act, 2013 and the rules made
there. Maintenance of cost records as specified under Companies Act, 2013 is not
applicable to the Company.
- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT,2013
The details of loans, investment, guarantees and securities covered
under the provisions of section 186 of the Companies Act, 2013 are provided in the
financial statement.
- PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 read with rule 8 (2) of the
Companies (Accounts) Rules, 2014, is attached as Annexure - 1.
- INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate
with operations of the Company. The management regularly monitors the safeguarding of its
assets, prevention and detection of frauds and errors, and the accuracy and completeness
of the accounting records including timely preparation of reliable financial information.
The Head of Internal Audit together with External Audit consults and
reviews the effectiveness and efficiency of these systems and procedures to ensure that
all assets are protected against loss and that the financial and operational information
is accurate and complete in all respects.
- RESERVES & SURPLUS
Sr. No. |
Particulars
|
Amount (Rs. In Lakhs)
|
1. |
Profit & Loss Account at the beginning of the
year |
32.02 |
2. |
Current Year's Profit / (Loss) |
113.20 |
3. |
Short Provision of Tax |
0 |
4. |
Securities Premium |
940.11 |
Total |
1.085.33 |
- CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of section 135 of the Companies Act, 2013 is not
applicable to your Company as the Company does not fall under the criteria limits
mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any
activity mentioned for Corporate Social Responsibility.
- DIVIDEND
To conserve resources for future prospect and growth of the
Company, your Directors regret to declare any dividend for the Financial Year 2022-23
(Previous Year - Nil).
- MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT
There are no material changes and commitments, affecting the
financial position of the Company.
- TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Companies Act, 2013, the amount of
dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to
the Investor Education and Protection Fund ("IEPF"). During the year under
review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend
Account" lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.
- SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators
or Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption etc.
as required to be given under section 134(3)(m) of the Companies Act 2013 read with the
Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step
to conserve the energy etc. Further, there was no foreign exchange earnings and outgo
during the financial year 2022-23 (Previous Year Nil).
- STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE
COMPANY
The Company has in place, a mechanism to identify, assess, monitor
and mitigate various risks towards the key business objectives of the Company. Major risks
identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis.
- DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company are summarized below:
Sr. No.
|
Name
|
Designation
|
DIN / PAN
|
1.
|
Mr. Mithleshkumar Agrawal |
Managing Director |
03468643
|
2.
|
Mr. Aakash Rajeshbhai Thakor |
Non-Executive Director |
07960192
|
3.
|
Mr. Pratapsingh Bhoorsingh Zala |
Chief Financial Officer |
AACPZ3621J |
4.
|
Mr. Pranav Manoj Vajani |
Independent Director |
09213749
|
5.
|
Ms. Ziral Soni |
Independent Director |
09213763
|
6.
|
Mr. Digesh Mansukhlal Deshaval |
Independent Director |
09218553
|
7.
|
Mr. Kunjal Jayantkumar Soni |
Independent Director |
08160838
|
8.
|
Ms. Riddhi Vohra1 |
Company Secretary |
BYKPR6523A |
9.
|
Ms. Nidhi Bansal2 |
Company Secretary |
DZEPB5499C |
10.
|
Ms. Vinita Keswani3 |
Company Secretary |
FDWPK1638E |
1Ms. Riddhi Vohra has been appointed as Company Secretary of the Company w.e.f. 1st
July, 2022 and has resigned from the post of Company Secretary of the Company w.e.f. 1st
April, 2023.
2Ms. Nidhi Bansal has resigned from the post of Company Secretary of the Company w.e.f.
30th June, 2022.
3Ms. Vinita Keswani was appointed as Company Secretary of the Company w.e.f. 15th May,
2023.
Apart from the above changes, there were no other changes in the
composition of the Board of Directors of the Company during the Financial Year 2022-23 and
till the date of Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to
retire by rotation.
- DECLARATION BY INDEPENDENT DIRECTORS
Ms. Ziral Soni, Mr. Pranav Vajani, Mr. Kunjal Soni and Mr. Digesh
Deshaval Independent Directors of the Company have confirmed to the Board that they meet
the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013
and is qualify to be Independent Director. They also confirmed that they meets the
requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations was
noted by the Board. During the year 1 (One) Independent Director Meeting was held on 31st
March, 2023.
- CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate
Governance, and a certificate regarding compliance with the conditions of Corporate
Governance are appended to the Annual Report as Annexure - 2.
- SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
(ICSI). The Company has devised proper systems to ensure compliance with its provisions
and is in compliance with the same.
- DEPOSITS
As per Section 73 of the Companies Act, 2013 the Company has
neither accepted nor renewed any deposits during the financial year. Hence the Company has
not defaulted in repayment of deposits or payment of interest during the financial year.
- STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS
The Board evaluated the effectiveness of its functioning, that of
the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI
Listing Regulations. The Board sought the feedback of Directors on various parameters
including:
- Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);
- Structure, composition, and role clarity of the Board and Committees;
- Extent of co-ordination and cohesiveness between the Board and its Committees;
- Effectiveness of the deliberations and process management;
- Board / Committee culture and dynamics; and
- Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent
Director and the Chairman of NRC had one-on-one meetings with each Executive and
Non-Executive, Non- Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole, and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent
directors and the meeting of Nomination and Remuneration Committee, the performance of the
Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in
the ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management, and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own
performance and that of its committees and individual directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of all the
Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent
Directors and the Board as a whole was carried out by the Independent Directors. The
exercise of performance evaluation was carried out through a structured evaluation process
covering various aspects of the Board functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the
annual performance evaluation of the Directors individually as well as evaluation of the
working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
- For Non-Executive & Independent Directors:
- Knowledge
- Professional Conduct
- Comply Secretarial Standard issued by ICSI Duties
- Role and functions
- For Executive Directors:
- Performance as leader
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set investment goal
- Professional conduct and integrity
- Sharing of information with Board.
- Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
- MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES
- Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle
blower policy for Directors and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
- Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every
employee is required to review and sign the policy at the time of joining and an
undertaking shall be given for adherence to the Policy. The objective of the Policy is to
conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of
the Company.
- LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR
During the year under review, the Company has not entered into any
materially significant related party transactions which may have potential conflict with
the interest of the Company at large. Suitable disclosures as required are provided in
AS-18 which is forming the part of the notes to financial statement.
- PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company
as none of the Employees of the Company has received remuneration above the limits
specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 during the financial year 2022-23.
- STATUTORY AUDITOR
M/s. SSRV & Associates, Chartered Accountants, (Firm's
Registration No. 135901W), Mumbai, were appointed as the Statutory Auditors of the
Company. The Auditor's report for the financial year ended 31st March, 2023 has been
issued with an unmodified opinion, by the Statutory Auditors.
The term of Auditor will be expired in the ensuing AGM. The Board
recommends appointment of M/s. SSRV & Associates, Chartered Accountants, (Firm's
Registration No. 135901W), Mumbai as Statutory Auditor of the Company for the period of 5
(Five) years from the conclusion of the 18th AGM till the conclusion of 23rd Annual
General Meeting of the Company to be held in the year 2028 to the Members for their
approval in ensuing AGM. The Company has received the Consent Letter cum Eligibility
Certificate from the Auditor for their appointment as the Statutory Auditor. A resolution
seeking their appointment forms part of the notice.
- SECRETARIAL AUDITOR
The Board appointed M/s. Gaurav Bachani & Associates, Company
Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2022-23. The
Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith
marked as Annexure - 3 to this Report.
- DISCLOSURES
- Composition of Audit Committee:
During the year under review, meetings of members of the Audit
committee as tabulated below, was held on 28th April, 2022, 11th July, 2022, 11th October,
2022, 14th October, 2022, 26th December, 2022 and 11th January, 2023 the attendance
records of the members of the Committee are as follows:
Name
|
Status
|
No. of the Committee Meetings entitled
|
No. of the Committee Meetings attended
|
Mr. Pranav Vajani |
Chairman |
6 |
6 |
Ms. Ziral Soni |
Member |
6 |
6 |
Mr. Aakash Thakor |
Member |
6 |
6 |
During the year all the recommendations made by the Audit Committee
were accepted by the Board.
- Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and
Remuneration Committee as tabulated below, was held on 1st July, 2022 and 11th January,
2023 and the attendance records of the members of the Committee are as follows:
Name
|
Status
|
No. of the Committee Meetings entitled
|
No. of the Committee Meetings attended
|
Mr. Pranav Vajani |
Chairman
|
2 |
2 |
Ms. Ziral Soni |
Member
|
2 |
2 |
Mr. Aakash Thakor |
Member
|
2 |
2 |
- Composition of Stakeholders Relationship Committee:
During the year under review, meetings of members of Stakeholders'
Relationship committee as tabulated below, was held on 26th December, 2022 and 11th
January, 2023 and the attendance records of the members of the Committee are as follows:
Name
|
Status
|
No. of the Committee Meetings entitled
|
No. of the Committee Meetings attended
|
Mr. Aakash Thakor |
Chairman
|
2 |
2 |
Ms. Ziral Soni |
Member
|
2 |
2 |
Mr. Pranav Vajani |
Member
|
2 |
2 |
- DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
The Company has always been committed to provide a safe and
conducive work environment to its employees. Your Directors further state that during the
year under review there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal
Complaints Committee as constituted by the Company.
- MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified
by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013,
are not applicable to the Company and accordingly such accounts and records are not
required to be maintained.
- DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
During the year under review, there were no application made or any
proceeding pending in the name of the company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).
- THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement
of Loans taken from Banks and Financial Institutions.
- INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the
employees and the management continued to remain cordial during the year under review.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under
Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the Company's
current working and future outlook as per Annexure - 4.
- ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for
the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders
including Financial Institutions, Suppliers, Customers and other business associates who
have extended their valuable sustained support and encouragement during the year under
review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all executives, officers
and staff at all levels of the Company. We look forward for the continued support of every
stakeholder in the future.
|