DIRECTOR'S REPORT To, The Members of Vani Commercials Limited Your Directors have pleasure in presenting the 28th Director's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015. 1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS (a) During the year, your Company recorded Total Income of Rs. 22,75,700.00/ -(previous year Rs.18,48,990.00/-), representing an increase of 23.00% over the previous year. The Company recorded a Net Profit of Rs. 2,42,727.00/- during the financial year ended 31st March, 2015 as compared to a Net Profit of Rs.3,45,302.40/- in the previous year. (b) During the year, the Company raised further capital by issuing 21,00,000 Equity shares of Rs.10/- each for cash at par, aggregating Rs. 2,10,00,000.00/- on the Preferential Allotment Basis. After the above issue, the total paid up share capital of the Company stands at Rs. 4,11,98,000. The proceeds were utilized towards Business Expansion and Growth. (c) Transfer to Reserves in Terms of Section 134 (3) (j) of the Companies Act, 2013 No amount is being carried to the General Reserves. (d) Transfer to Statutory Reserves For the financial year ended 31st March, 2015, the Company is proposed to carry an amount of Rs. 16,411.00/- to Statutory Reserve Account as required under the provisions of Section 45IA of RBI Act. (e) Dividend Your Directors do not recommend any dividend for the year ended 31st March, 2015. (f) Highlights of the Year During the year the equity capital of the Company got listed at the Bombay Stock Exchange, having scrip no. 538918 and the trading in the shares commenced from 28/01/2015. (e) Material Changes and Commitments There are no material changes from the end of Financial Year till the date of this report. 2. PUBLIC DEPOSITS During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013 and under provision of Section 45-IA of the RBI Act, 1934. 3. DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) Changes in Directors and Key Managerial Personnel during the year During the year under review Mr. Kuldeep Singh (DIN: 02258500), the Whole time Director of the Company, resigned from the Directorship of the Company with effect from 17th July, 2015. Your Directors would like to place on record their appreciation of the services rendered by him during his tenure. On recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Divesh Kumar Bajaj, (DIN: 01118288) as the Managing Director of the Company, for a period of three years from 17th July 2015. Further the Board of Directors on 7th August 2015 appointed him as CFO of the Company. Mr. Vidya Sagar Bhatia (DIN: 00444141) was re-designated as Independent Non Executive Chairman of the Company w.e.f. 17th July 2015, he shall act as the Chairman till the currency of his tenure as the Independent Director. Mr. Gaurav Mutreja (DIN: 00708580) was appointed as the Independent Director on 7th August 2015, in terms of the provisions of section 149, further the Board recommends his appointment in the ensuing AGM. Mr. Praveen Kumar (ACS 32898) resigned from the post of Company Secretary of the Company w.e.f. 17th July 2015. (b) Retirement by rotation In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Mukesh Kumar Sukhija (DIN: 01038078) will retire by rotation at the ensuing Annual General Meeting ('AGM') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his re-appointment. (c) Declaration of Independence by the Independent Directors The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Framework for Familiarization Programme for the Independent Directors is made available on the website of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/ 05/2-PAGES.pdf (d) Attributes, qualifications and appointment of Directors The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors. All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors 4. of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election. (e) Remuneration Policy The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure: I to this Report. (f) Board Evaluation The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process. 4. NUMBER OF BOARD MEETINGS During the year ended 31st March, 2015, 11 (Eleven) meetings of the Board were held. 5. BOARD COMMITTEES Presently, the Company has three Board Committees with the following members: Audit Committee Mr. Vidya Sagar Bhatia, Chairman Mr. Divesh Kumar Bajaj, Member Mr. Gaurav Mutreja, Member Nomination and Remuneration Committee Mr. Vidya Sagar Bhatia, Chairman Ms. Pooja Bhatia, Member Mr. Gaurav Mutreja, Member Shareholders/ Investor's Grievance Committee Mr. Vidya Sagar Bhatia, Chairman Mr. Mukesh Kumar Sukhija, Member Mr. Gaurav Mutreja, Member 6. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Act, your Directors confirm having: - i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any; ii) 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; iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; iv) prepared the Annual Accounts on a going concern basis; and v) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. vi) having laid down the internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively. 7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES The Company does not have any subsidiary, associate or joint venture. 8. LISTING INFORMATION The Equity Shares of the Company are listed at Bombay Stock Exchange. The equity shares of the Company were also listed at Gauhati Stock Exchange and the Uttar Pradesh Stock Exchange, however both the Stock Exchanges have been Derecognized by SEBI hence non operational. The payment of Listing fees for year 2015-16 has been made to Bombay Stock Exchange. 9. DEMATERIALIZATION OF SHARES The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE661Q01017. 10. REPORT ON CORPORATE GOVERNANCE In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th September 2014 the provision of Clause 49 of the Listing agreement are applicable to all listed entities having a paid up share capital of Rs. 10 crores and above or net worth of Rs. 25 crores or more. Since the paid up capital of the Company is belowRs. 10 crores and also the net worth of the Company is below k 25 Crores, the provisions of clause 49 of the Listing Agreement are not applicable to the Company. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors. 11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 12. RISK MANAGEMENT The Board has approved the Risk Management Policy of the Company. The Company's risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainities that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company's risk management systems and policies. 13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented. 14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The Company is a Non Banking Financial Company, registered with the Reserve Bank of India, thus the provisions of the Section 186 of the Companies Act, 2013 do not apply to the Company. 15. RELATED PARTY TRANSACTIONS During the year ended 31st March, 2015, all the contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business / on an arm's length basis. The details in Form AOC-2 of material transactions entered into by the Company with its related party are provided in Annexure: II to this Report. The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company at weblink http:// www.vanicommercials.com/wp-content/uploads/2015/08/Policy-on-materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf 16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. 17. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: III to this Report. 18. AUDITORS AND AUDIT REPORT The Company's Auditors, M/s Satyendra Mrinal & Associates, Chartered Accountants, were appointed at the 27th AGM to hold such office till the conclusion of the 30th AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Satyendra Mrinal & Associates, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members for the appointment of M/s Satyendra Mrinal & Associates for the financial year 2015-16. The comments made by the Auditors' in their Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY: Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2014-15. Steps taken by the company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment: NIL. TECHNOLOGY ABSORPTION: (I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc : NIL (II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: a) Details of technology imported - NIL b) Year of import -NIL c) Whether the technology been fully absorbed - NIL d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL III) Expenditure incurred on research and development - NIL FOREIGN EXCHANGE EARNINGS AND OUTGO There were no foreign exchange earnings or outflow during the year. 20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Anju Yadav, Practicing Company Secretary as the Secretarial Auditor of the Company for the financial year 2014-15. The Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company Secretary is provided under Annexure: IV to this Report. The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 21. ESTABLISHMENT OF VIGIL MACHENISM The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf 22. ACKNOWLEDGEMENT Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For & on behalf of Board of Directors Vani Commercials Limited Sd/-Vidya Sagar Bhatia Chairman DIN:00444141 Regd Off.: 'AASTHA', LP-11C,Pitampura, New Delhi - 110034 Place: New Delhi Date: 07/08/2015 |