Dear Members,
Your directors' take pleasure in presenting the 38th (Thirty-Eight)
Annual Report on the business and operations of Vikas Ecotech Limited ("the
Company") along with the Audited Financial Statements for the year ended March 31,
2023.
COMPANY OVERVIEW
Vikas Ecotech Limited established in the year 1984, primarily engaged
in the business of manufacturing of Specialty Chemicals focused on Specialty Chemical
Additives and Specialty Polymer Compounds. Our Company is also ISO 90012015certified
company. Over the years, we have established oursel ves as a successful manufacturer of
Specialty Chemicals Additives and Specialty Polymer Compound. Our products cater various
industries such as agriculture and infrastructure, packaging, organic and inorganic
chemicals, electrical, FMCG, footwear, pharmaceuticals, automotive, medical de vices and
components and other consumer goods.
FINANCIAL PERFORMANCE
The financial performance of the Company for the year 2022-23 is
summarized below:
(Rupees in Lacs)
Particulars |
2022-23 |
2021-22 |
Net Sales /Income from Business Operations |
40,266.89 |
25,042.40 |
Other Income |
317.80 |
173.31 |
Total Income |
40,584.69 |
25,215.71 |
Cost of material consumed |
13,894.21 |
9,998.25 |
Purchase of traded goods |
22,482.17 |
11,691.80 |
Inventories of finished goods, WIP, traded goods |
18.05 |
52.34 |
Employee Benefit Expense |
254.76 |
234.09 |
Financial Costs |
1064.11 |
1908.61 |
Other Expenses |
1425.65 |
773.81 |
Depreciation |
396.19 |
360.34 |
Profit before Exceptional items |
1048.96 |
209.46 |
Less: Exceptional items |
|
- |
Net Profit/Loss Before Tax |
1048.96 |
209.46 |
Less: Current Tax |
58.94 |
(3.70) |
Less: Previous year adjustment of Income Tax |
37.08 |
62.35 |
Less: Deferred Tax |
0.23 |
11.57 |
Profit/Loss for the Period |
952.72 |
139.24 |
Basic and Diluted Earnings Per Share |
0.10 |
0.02 |
During the year under review, the Company achieved a turnover of Rs.
40,266.89 Lacs as against Rs. 25,042.40 Lacs for previous year whereas, the profit of the
Company for the period under review were Rs. 952.72 Lacs as compared to profit of the
company Rs. 139.24 Lacs in the previous year. However your management is optimistic to
achieve more profits in near future and register good volumes with profitability.
The financial statements for the year ended March 31, 2023, have been
prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the
Ministry of Corporate Affairs..
CAPITAL STRUCTURE Authorized Share Capital
The Authorized Share Capital of the Company as on March 31, 2023 was
Rs. 150,00,00,000 divided into 150,00,00,000 Equity Shares of Re.1 each.
Paid-up Share Capital
As on March 31, 2023, the Issued and Paid-up Share Capital of the
Company stood at Rs. 112,70,76,024/- divided into 112,70,76,024 fully paid-up equity
shares of face value of Re. 1/- per share.
During the year under review, pursuant to members' approval, stock
exchanges and other statutory approvals, the
Company has issued certain equity shares on Right basis to its existing
shareholders as detailed herein below:
Particulars |
Issue of Securities on Right basis to raise funds up to Rs.
50 Cr |
|
Partly Paid up Equity Shares (On Application) |
Date of Board Approval |
August 31, 2021 |
Date of members approval |
September 27, 2021 |
Issue Size |
Rs. 49,44,14,786/- |
No. of Shares to be issued |
30,90,09,241 |
Rights Entitlement Ratio |
12:25 |
Issue Price |
Rs. 0.80/-per share (Including premium of Rs. 0.30 per share) |
Record Date |
November 25, 2021 |
Issue Period |
From December 7, 2021 to December 21, 2021 |
Date of Allotment |
December 29, 2021 |
No. of Fully Paid-up Shares issued |
- |
No. of Partly Paid-up Shares issued |
30,90,09,241 |
In respect of the 30,90,09,241 partly paid-up Equity shares issued on
December 29, 2021 the Company made first and final Call, followed by First Reminder,
details of the same along with consequent conversion of partly paid shares to fully
paid-up shares and their outstanding balance are as per the following table:
Particulars |
First and Final Call |
First Reminder- First and Final Call |
First Reminder- First and Final Call |
Call Record Date |
February 4,2022 |
Not Applicable |
Not Applicable |
Notice Date |
February 7, 2022 |
April 4, 2022 |
November 7, 2022 |
Period for making payment |
From February 10, 2022 to February 24,2022 |
From April 11, 2022 to April 25, 2022 |
November 16, 2022 to December 10, 2022 |
No. of Shares converted into fully paid-up Equity Shares
pursuant to receipt of call money |
Rs. 29,55,67,595 |
Rs. 74,92,368 |
Rs. 17,50,789 |
Date of Conversion (Allotment of fully paid-up shares) |
March 7, 2022 |
May 7, 2022 |
January 5,2023 |
Outstanding partly paid-up Equity Shares before Call/Reminder
Notice |
30,90,09,241 |
1,34,41,646 |
59,49,278 |
Outstanding partly paid-up Equity Shares after Call/Reminder
Notice |
1,34,41,646 |
59,49,278 |
0 |
Forfeiture of unpaid shares by Rights Issue Committee:
The Shareholders were intimated through various reminder cum forfeiture
notice(s) requesting them to make the payment of First and Final Call Money within the due
date through First and Final Call Money Notice dated February 7, 2022, First Reminder
Notice dated April 4, 2022 and Second and Final Reminder-cum Forfeiture Notice#2 dated
November 7, 2022.
The Right Issue Committee forfeited 41,98,489 Partly Paid-up Shares on
which Call Money after reminders has not received by the Company on i.e. January 5, 2023.
CHANGE IN NAME OF THE COMPANY
During the period under review, there was no change in the name of the
Company.
LISTING OF SECURITIES
The Equity Shares of your Company are listed and traded at:
FIXED DEPOSITS
We have not accepted any fixed deposits, including from the public, and
as such no amount of principal or interest was outstanding as of the Balance Sheet date.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations') Management Discussion
and Analysis report ("MDSA Report") providing a detailed overview of your
Company's performance, industry trends, business and risks involved is provided separately
and is forming part of the Annual Report.
SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL
STATEMENTS
During the year, under review your Company does not have a subsidiary,
joint venture or associates, hence reporting requirements are not applicable.
DIVIDEND
To conserve the resources for the expansion of business in the long
run, your Company has not recommended any dividend for the Financial Year 2022-23 and has
decided to retain the profits.
CORPORATE GOVERNANCE AND ETHICS
The Company believes in adhering to the best corporate governance
practices and its philosophy emphasizes on fair and transparent governance and disclosure
practices which helps your Company to follow the path of its vision and mission. It
strongly believes in developing best corporate governance policies and procedures based on
principles of fair and transparent disclosures, equity, accountability and responsibility.
A detailed report on Corporate Governance, in terms of Regulation 34 of
the Listing Regulations is forming part of the Annual Report. A certificate confirming
compliance with requirements of Corporate Governance as enumerated under the extant
provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G
fi Co., Company Secretaries is also annexed to the said report.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
In line with the provisions of the Companies Act, 2013, the Company has
framed its Corporate Social Responsibility (CSR) policy for development of programme and
projects for the benefit of weaker sections of the society and to promote the education
within the local limits and the same has been approved by Corporate Social Responsibility
Committee (CSR Committee) and the Board of Directors of the Company. The Corporate Social
Responsibility (CSR) policy of the Company provides a road map for its CSR activities.
The Company has duly constituted a committee under the nomenclature of
Corporate Social Responsibility Committee consisting of majority of non-executive
independent Directors responsible for monitoring and reviewing the policy from time to
time and to ensure the proper compliance.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Board of Directors
The Board of Directors provides strategic direction and supervision to
an organization. Your Company's Board consists of learned professionals and experienced
individuals from different fields.
Presently, the Board comprised of Three Executive Directors and three
Non-Executive Directors (Independent Directors) including one woman Director on the Board.
During the period under review and post closure period there was change
in the composition of Board of Directors. Details of the same are mentioned below:
1. Mr. Suresh Kumar Dhingra resigned from the office of Executive
Director of the company with effect from April 25, 2022.
2. Mr. Dinesh Bhardwaj (DIN: 07719674) appointed as Additional Director
(Whole-Time Director) of the Company w.e.f. May 6, 2022, who was already serving as Chief
Executive Officer of the company. However, he resigned from both the positions of the
Company w.e.f. May 1, 2023.
3. Mr. Balwant Kumar Bhushan (DIN: 09840934) was appointed as an
Executive Director and Chief Executive Officer of the Company w.e.f. May 13, 2023.
4. Appointment of Mr. Rajeev Kumar (DIN: 10271754) as an Additional
Director (Category: Executive) of the Companies Act, 2013 w.e.f. i.e. August 10, 2023.
5. Resignation of Mr. Vivek Garg (DIN: 00255443), from the post of Non
-Executive Director of the company w.e.f. August 10, 2023.
The information of Directors, seeking appointment/re-appointment,
pursuant to Regulation 36(3) of the Listing Regulations and Companies Act, 2013 is
provided in the notice of the 38th Annual General Meeting of the Company.
The Board is grateful for their support and places on record its
appreciation for the responsibilities shouldered by them in their respective roles.
Key Managerial Personnel
The Board of your Company consisted of the following Key Managerial
Personnel (KMP's) as on the year ended March 31, 2023:
Managing Director |
Mr. Vikas Garg |
Chief Executive Officer & Whole-Time Director |
Mr. Dinesh Kumar Bhardwaj |
Chief Financial Officer |
Mr. Amit Dhuria |
Company Secretary |
Mr. Prashant Sajwani |
DECLARATION OF INDEPENDENCE
The Independent Directors have confirmed that they meet the criteria of
Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the
Regulation 16(1)(c) of the Listing Regulations and they are not aware of any circumstances
or situation, which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any external influence as an Independent Director of the Company.
The Board conforms to the declaration of the Independent Directors and
there being no doubts as to veracity of the same, places the same on record.
BOARD COMMITTEES
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations your Board had constituted various Board Committees including Audit Committee,
Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility Committee. Details of the constitution of these Committees, which
are in accordance with regulatory requirements, have been uploaded on the website of the
Company viz. www. vikasecotech.com.
Details of scope, constitution, terms of reference, numbers of meetings
held during the year under review along with attendance of Committee Member are provided
under Corporate Governance Report forming part of the Annual Report.
BOARD EVALUATION
In line with the statutory requirements enshrined under the Companies
Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of
itself, its Committees, the Chairman and each of the other Directors. The performance
evaluation was carried out on the basis of framework approved by the Nomination and
Remuneration Committee. The Committee had unanimously consented for an 'in-house' review
built on suggestive parameters. Based on the suggestive parameters approved by the
Nomination and Remuneration Committee, the following evaluations were carried out:
Review of performance of the non- independent Directors and
Board as a whole by Independent Directors.
Review of the performance of the Chairperson by the Independent
Directors.
Review of Board as a whole by all the Members of the Board.
Review of all Board Committees by all the Members of the Board.
Review of Individual Directors by rest of the Board Members
except the Director being evaluated.
AUDIT AND AUDITORS
Statutory Audit
M/s. KSMC & Associates, Chartered Accountants (FRN: 003565N), were
re-appointed as Statutory Auditors of the Company at the 36th Annual General
Meeting held on September 27, 2021 for a period of 5 years and they will remain in office
until the conclusion of 41st AGM to be held in the financial year 2026-27.
Further, there are no qualifications, reservations or adverse remarks
in the Report issued by M/s KSMC & Associates, Statutory Auditors, for the financial
year ended March 31, 2022. The Statutory Auditors have also not reported any incident of
fraud to the Audit Committee during the year under review. Remarks made in the Auditors'
Report are self-explanatory and do not call for any further comments from your Directors.
Secretarial Audit
M/s. Kumar G fi Co., Company Secretaries were appointed as the
Secretarial Auditors of your Company to carry out the Secretarial Audit for the financial
year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form
No. MR-3 is annexed with this Report.
In terms of extant provisions of Listing Regulations read with SEBI
circulars issued on the subject, a Secretarial Compliance Report was also obtained by the
Company from the Secretarial Auditors and the same was also intimated to the Stock
Exchange.
There are some qualifications or reservations in the Secretarial Audit
Report and in the Annual Secretarial Compliance Report. The reports of the same are
annexed in this Annual Report.
Cost Audit
As per the extant provisions of Section 148 of the Companies Act, 2013,
the cost records for the products requiring cost audit has been maintained by the Company
in a timely and proper manner, the same was also made available to the Cost Auditors of
the Company for their audit. M/s. JSN fi Co., Cost Accountants, was engaged to carry out
Audit of CostRecords of the Company during Financial Year 2022-23.
VIGIL MECHANISM
The Board of Directors of the Company has established a Policy on Vigil
Mechanism for the Directors/KMP and Employees of the Company to report their genuine
concerns or grievances relating to actual or suspected fraud, unethical behavior,
violation of the Company's Code of Conduct or Ethics Policy, and any other event which
would adversely affect the interests of the business of the Company. Direct access is
provided to the whistle blowers to reach Chairman of the Audit Committee on reporting
issues concerning the interests of co-employees and the Company. The Company has also
provided adequate safeguards against victimization of employees and directors who express
their concerns. The copy of Company's vigil mechanism is available at the website of the
Company www. vikasecotech.com.
REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your Company believes in principles of gender equality and endeavors to
provide a healthy and respectable work environment. It has developed a framework for
employees to report sexual harassment cases at workplace and its process ensures complete
anonymity and confidentiality of information. During the year under review, no complaints
ofany event/ occurrence of an act of sexual harassment were reported/noticed by the
management.
RELATED PARTY TRANSACTIONS
Your Company follows the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm's length basis
as part of its philosophy of adhering to highest ethical standards, transparency and
accountability. In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has approved a policy on related party transactions. The same is
available on the Company's website www.vikasecotech.com.
Omnibus approval of the Audit Committee and the Board is obtained for
the transactions which are of a foreseeable and repetitive nature, in all other cases
prior approval of Audit Committee is taken for entering into a related party transaction.
All Related Party Transactions are placed on a quarterly basis before the Audit Committee
and before the Board for their review.
Further, pursuant to the provisions of Section 188 read with the
relevant rules the Company has also considered to take the prior and blanket approval for
the routine transactions with its related parties for entering into any transaction(s)
creepingthe limit specified in the aforesaid section.
During the year, no material contracts or arrangements with related
parties not in Ordinary course of business or on arm's length basis were entered. Further,
details of related party transactions are provided under notes to financial statements and
Form AOC-2 is annexed with the Board Report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Audit Committee and Board periodically reviews adequacy of
Company's checks and controls for risk management. The Board has developed a Risk
Management Policy which identifies elements of business fi other risks involved and
constantly work towards curbing the same. Adequacy of internal financial controls with
reference to the Financial Statements is also assessed and reviewed periodically. Your
Board is of the view that the existing internal control framework is adequate and
commensurate to the size and nature of the business of the Company.
In addition, testing of adequacy of internal controls was also carried
out independently by the Statutory Auditors of theCompany.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the
Directors to the best of their knowledge hereby state and confirm that:
a) the Financial Statements of the Company - comprising of the Balance
Sheet as at 31st March, 2023 and the Statement of Profit & Loss for the year ended on
that date, have been prepared on a going concern basis;
b) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
c) 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 of the company for that period;
d) the directors had 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;
e) the internal financial controls to be followed by the company were
laid down and such internal financial controls were 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.
OTHER DISCLOSURES
a) Details of Significant and Material Orders passed by the
regulators/Courts/Tribunals impacting the Going Concern Status and the Company's
Operations in Future
There are no significant and material orders passed by the
Regulators/Courts/Tribunals which would impact the goingconcern status of the Company and
its future operations.
b) Particulars Regarding Conservation of Energy and Research and
Development and Technology Absorption
Details of steps taken by your Company to conserve energy through its
"Sustainability" initiatives, Research and Development and Technology Absorption
have been disclosed as part of the Annual Report.
c) Secretarial Standards
During the year under review the Company has complied with all
applicable Secretarial Standards issued by Institute of Company Secretaries of India.
d) Deposits
The Company has neither accepted any deposits during the year under
review nor has any outstanding deposits from any of earlier years for repayment.
e) Remuneration of Directors, Key Managerial Personnel and Particulars
of Employees
Disclosures pertaining to the remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014 are forming part of
the Annual Report.
f) Remuneration Policy
The Company has a remuneration policy which provides for basis for
fixation of remuneration of Directors, Key Managerial Personnel and Senior Management
Officials of the Company. The remuneration policy of the Company is largely based on
factors like hierarchy, industry practices and performance of respective individuals. The
policy is available on the website of the Company at www.vikasecotech.com
g) Particulars of Loans, Guarantees or Investments
In terms of Section 186 of the Companies Act, 2013, particulars of
inter-corporate loans, guarantees and investments are provided in the notes to Financial
Statements.
h) Details of Application made or proceeding pending under Insolvency
and Bankruptcy Code, 2016
During the year under review, there was no application made or
proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
i) Details of difference between valuation amount on one time
settlement and 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
Qualified Institutions Placement (QIP)
Post the period under review, the Board of Directors of the Company in
their meeting held on January 30, 2023 considered and approved raising of Funds through
QIP and also constituted the 'Fund Raising Committee' and authorized such committee to
decide, inter alia, the terms and conditions of the proposed fund-raising including right
issue and for allotment of equity shares and/or other convertible securities, pursuant to
the proposed issue.
Further the Company in its Extra-Ordinary General Meeting held on
February 27,2023 and in-principle approval(s) received from both the Stock Exchanges,
namely BSE Limited dated May 31, 2023 and National Stock Exchange of India Limited dated
May 31, 2023 for QIP Issue, the Fund Raising Committee through its meeting held on June,
12, 2023 approved the allotment of 17,85,00,00 Equity Shares at the issue price to the
eligible qualified institutional buyers in accordance with the terms of the issue.
Details of Qualified institutions placement of equity shares of face
value of ^ 1 under the provisions of Chapter VI of Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the
"SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013.
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