BOARD REPORT To The Members of VINADITYA TRADING COMPANY LIMITED 1.Your Directors have pleasure in presenting their Thirty Fourth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. 2. DIVIDEND The Board has not recommended to declare Dividend for the Financial Year 2014-15, due to in adequate profits/(loss) incurred by the Company. 3. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors based on the representations received from the Management, confirm: (a) that in the preparation of the Annual Accounts for the Financial year 31st March,2015, the applicable Accounting Standards have been followed and that no material departures have been made from the same; (b) that they have, in selection of the accounting policies, consulted the statutory auditors and have 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 and loss of the company for that period; (c) that to the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) that they have prepared the Annual Accounts for the financial year ended 31st March,2015, on a going concern basis; (e) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operation effectively; and (f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 4. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report at Annexure A. 5. CORPORATE SOCIAL RESPONSIBILITY Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. 6. EMPLOYEE RELATION The employee relations in the Company continued to be healthy, cordial and progressive. Each and every employee is expected to work with all shareholders in a respectful manner. Each employee is also expected to strictly follow your Company's Code of Conduct and any violation is treated with zero tolerance. 7. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to the Company also there was no foreign exchange inflow or Outflow during the year under review as the Company is not a manufacturing unit and has not used or earned foreign exchange during year. 9. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, Mr. Satyaprakash Pathak, has been appointed as Whole time Director and Chief Financial Officer (CFO) of the Company with effect from 10th February, 2015. Retirement by Rotation In terms of provisions of Companies Act, 2013 Mr. RAMMOHAN BANDLAMUDI is retiring by rotation as per the provisions of Companies Act, 2013 in this Annual General Meeting and who is being eligible, and offers himself, to be re-appointed on the Board of the Company. Resignation of Directors Mr. C. V. Nair, Mr. S.R. Nevatia, Mr. S. G. Bohra resigned from the Directorship of Company with effect from 2nd May, 2014. Your Board places on record its appreciation for outstanding contributions made by Mr. V. Nair, Mr. S.R Nevatia, and Mr. S. G Bohra during their tenure as the Non-Executive Independent Directors of the Company. Independent Directors The Board of Directors has appointed Dr. Rajit Ramchandra Upadhyaya as an Additional Independent Director of the Company w.e.f. 10th February, 2015 and holds office upto this Annual General Meeting and shall be eligible for appointment as Independent Director in terms of Section 149 and 152 of the Act at Annual General Meeting, subject to the provisions of the Act, your Company has received a notice in writing from a member proposing his candidature for the office of Independent Directors along with the requisite deposit. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013. Mr. Mohandas Kotiappa Kankanady was appointed as an Additional Independent Director of the Company w.e.f 2nd May, 2014 and holds office upto this Annual General Meeting and shall be eligible for appointment as Independent Director in terms of Section 149 and 152 of the Act at Annual General Meeting, subject to the provisions of the Act. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013. Mrs. Jyoti Ananda Ghungarde was appointed as an Additional Director w.e.f 31st March, 2015, and holds office up to this Annual General Meeting and shall be eligible for appointment as Independent Director in terms of Section 149 and 152 of the Act at Annual General Meeting, subject to the provisions of the Act. She qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act,2013. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 10. NOMINATION & REMUNERATION POLICY The Board of Directors of your Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted by a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the Policy are stated in the Corporate Governance Report. 11. ANNUAL PERFORMANCE EVALUATION BY BOARD Pursuant to the provisions of relevant Section of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The Board of Directors expressed their satisfaction with the evaluation process. 12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company has adopted the measures concerning the development and implementation of a Risk Management Policy after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. 13. RISK MANAGEMENT POLICY Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with Clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities, Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. 14. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established a vigil mechanism in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. This policy is explained in corporate governance report and also posted on the website of Company. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013 There were no related party transactions, which have potential conflict with the interest of the Company at large. 17. STATUTORY AUDITORS M/s. Sara & Associates, Chartered Accountants, retire and are eligible for re-appointment as Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks. 18. SECRETARIAL AUDIT The Board of Directors of the Company has appointed M/s Aabid & Co., Company Secretaries to conduct the Secretarial Auditand its Report on Company's Secretarial Audit is appended to this Report as 'Annexure B'. There were no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report. 19. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 extract of the Annual Return is annexed to this Report as "Annexure C" 20. BUSINESS RESPONSIBILITY REPORTING Business Responsibility Reporting as per Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable on Company. 21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. 22. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 23. SHARES a. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. c. BONUS SHARES No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 24. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations 25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement 26. MANAGEMENT DISCUSSION ANDANALYSIS As required by Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, a detailed review by the Management of the operations, performance and future outlook of the Company and its business, is presented in a separate section - Management Discussion and Analysis - forming part of this Annual Report. 27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. 28. ACKNOWLEDGEMENTS The Company has been very well supported from all corners and therefore your Directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Shareholders, Central and State Governments, Bankers and others associated with the Company. We look forward to receiving the continued patronage from all stakeholders to become a better and stronger Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS VINADITYA TRADING COMPANY LIMITED SD/- Mr. Satyaprakash S. Pathak Whole Time Director & CF O DIN:-00884844 SD/- Dr. Rajit Upadhyaya Director DIN:- 02881446 Date:07/09/2015 Place: Mumbai |