DIRECTORS' REPORT FOR THE FINANCIAL Dear Members Your Directors have pleased to present the the 27th Annual Report on the business & operations of your Company alongwith the Audited Financial Statements for the Financial Year ended 31st March, 2015. STATE OF COMPANY'S AFFAIRS Your company has achieved the turnover of Rs.76809.10 Lacs as against Rs.103173.43 lacs achieved during the previous years. Profit before interest, depreciation and taxes was at Rs.1318.75 Lacs as against Rs.1758.05 Lacs a decrease of approx 25% during current year. However, decrease in sale in compare to previous year is 25.55%. Your Company recorded net profit after tax of Rs.464.43 Lacs. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2014 - 15 There is no material changes and commitment affecting the financial position of company after the close of financial year 2014-2015 till the date of report. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION There is no subsidiary and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year. DIVIDEND The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and for tomorrow. Thus the Board of Directors does not propose any dividend for the financial year 2014-15. TRANSFER TO RESERVES Your Company has not made any transfer to Reserves during the financial year 2014-15. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED No loans given, investment made, Guarantees given and securities provided during the financial year 2014-15. INTERNAL FINANCIAL CONTROL The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered into contract/arrangement/ transaction with M/s Deepak Vegpro (P) Ltd, a related party which could be considered material in accordance with the Clause 49 of the listing agreement and company's policy on related party transactions. Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of Companies (Accounts) Rules, 2014, the particulars of every contract or arrangements or transactions entered into by the Company with related parties shall be disclosed in Form No. AOC- 2 which is attached as Annexure-I. The policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.vijaysolvex.com>. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Assessment of the Company's risk profile and key areas of risk in particular. (b) Recommending to the Board and adopting risk assessment and rating procedures. (c) Monitoring and reviewing of the risk management plan. The Company manages monitors and reports on the principal risks and uncertainties that can impact on the ability to achieve its strategic objectives. The Company's management system includes organizational structures, processes, standards, code of conduct etc. Further,a risk management policy was reviewed and approved by the Committee to mitigate risks. As per the view of committee and board of directors, there is no specific risk in operation of company, which may impact the existence of company. AUDITORS AND AUDITOR'S REPORT Statutory Auditors At the Annual General Meeting held on 30th September, 2014, M/s K.L. Datta & Co., Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office for the terms of 3 years subject to ratification by the members in Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the audit committee and board of directors recommend the appointment of M/s K.L. Datta & Co., Chartered Accountants, as statutory auditors of the Company to audit the Accounts of the Company for the Financial Year 2015-16 at remuneration as may be decided by the Board of Directors on the recommendation of the audit committee for ratification by the members. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be within the limits prescribed under the Companies Act, 2013, and they are not disqualified for appointment, in accordance with the provisions of Section 141 of the Companies Act, 2013. Auditor's Report The notes on accounts referred to in the Auditor's Report are self explanatory and there are no adverse remarks or qualification in the Report and therefore, do not need any further comment. Cost Auditors Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Rajesh & Company, Cost Accountants (Firm Registration Number 000031) has appointed as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2016 at a remuneration ratified by the members of the company. Secretarial Auditor Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Mr. Ramesh Kumar Shivnani, Practising Company Secretary, to conduct Secretarial Audit of the company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure-II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. DIRECTORS AND KEY MANAGERIAL PERSONNEL * Retire by Rotation In accordance with the provisions of Section 152 of The Companies Act, 2013, the Director due to retire by rotation at the ensuing Annual General Meeting is Shri Daya Kishan Data, who being eligible, has offers himself for re-appointment. * Appointment & Re-appointment of Directors & KMP During the year under review, the members approved the appointments of Shri Ram Babu Jhalani, Shri Giriraj Goyal, Shri Ramesh Chand Gupta and Shri Shiv Kumar Deviprasad Gupta as Non Executive Independent Directors of the Company who are not liable to retire by rotation. The members also approved the appointment of Smt. Gayatri Devi as Non Executive Director of the company, whose term of office shall be liable to retire by rotation. The members also re-appointed Shri Daya Kishan Data as Whole Time Director of the company for a period of 5 years with effect from 29thSeptember, 2014 and fixed the terms and conditions of such appointment including remuneration. The members also re-appointed Shri Vijay Data as Managing Director of the company for a period of 5 years with effect from 26thSeptember, 2014 and fixed the terms and conditions of such appointment including remuneration. During the year, Shri Shankar Kukreja has been appointed as Chief Financial Officer with effect from 14th August, 2014. INDEPENDENT DIRECTORS DECLARATION The Company has received declarations from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. NUMBER OF MEETING OF THE BOARD The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agenda of each Board Meeting was given in writing to each Director. Eleven meeting of the Board of Directors were held during the year. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Clause 49 of the Listing Agreement. For further details, please refer report on Corporate Governance of this Annual Report. AUDIT COMMITTEE The Audit Committee comprises of three Independent Directors namely Shri G.R. Goyal (Chairman), Shri Ram Babu Jhalani and Shri Ramesh Chand Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board. Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Corporate Social Responsibility Committee comprises of three Independent Directors namely Shri G.R. Goyal (Chairman), Shri Ram Babu Jhalani and Shri Ramesh Chand Gupta as other members. The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company's CSR policy is multifaceted to cover projects and programmes in the field of education, healthcare, rural infrastructure and development, sanitation and environment. The primary focus of the Company's CSR initiatives during the year 2014-15 was on projects and programmes for skill development education facilities. During the year, the Company has spent Rs. 12.00 Lacs (2% of the average net profits of last three financial years) on CSR activities. The CSR Policy may be accessed on the Company's website at the link: <http://www.vijaysolvex.com>. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made as Annexure-III. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Vigil Mechanism of the Company incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Company Secretary or Chief Financial Officer of the Company or to the Chairman of the Audit Committee. The whistle blower policy may be accessed on the Company's website at <http://> www.vijaysolvex.com REMUNERATION POLICY The nomination and remuneration committee has recommended to the Board the following policies whi ch are attached herewith and marked as Annexure-IV(i) and IV(ii). a) Policy for selection of Directors and determining Directors Independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and senior management. EVALUATION OF BOARD The performance of Board, its Committee and individual directors are evaluated by No. of meetings held, time spent in each meeting deliberating the issues, quality of information / data provided to the member, the time given to them to study the details before each meeting, quality of the deliberation in each meeting, contribution of each director, the details of decision taken and measures adopted in implementing the decision and monitoring the continuous implementation of the decision and feed back to the Board. The Company has devised a policy for performance evaluation of Independent Directors, Board, Committee and other Individual Directors which includes criteria for performance evaluation of the nonexecutive directors and executive directors. FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at link <http://www.vijaysolvex.com>. To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors may make presentations to the inductees about the Company's organization structure, finance, human resources, facilities and risk management. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website (<http://www.vijaysolvex.com/>). CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisites Certificate from the Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report. MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT Managements' Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure-V to this Report. ENERGY CONSUMPTION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in the Annexure-VI to this report. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: i. In the preparation of the Annual Accounts for the year ended 31stMarch, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same. ii. the Directors have 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 the affairs of the Company as at 31stMarch, 2015 and of the profit of the company for the year ended on that date; iii. The Directors have 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; and iv. The Directors have prepared the annual accounts of the Company on a 'going concern' basis; v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. DEPOSITS Your Company has not accepted any fixed deposits during the year from the public. PROSPECT Your company is expected to maintain a reasonable rate of growth and your Directors positively view the prospect for the current year with confidence. LEGAL MATTERS PENDING BEFORE VARIOUS COURTS AND COMPANY LAW BOARD Since order dated 14.03.2012 passed by Hon'ble High Court of Judicature of Rajasthan, Bench at Jaipur in S.B. Civil Misc. Appeal No.2218 of 2011 etc. w.r.t. partition suit has been set aside by the Hon'ble Supreme Court Vide order dated 04.08.2014 and remitted back the matter to Rajasthan High Court for its fresh consideration after hearing the parties. Hon'ble High Court of Judicature of Rajasthan, Bench at Jaipur after hearing the parties passed an order dated 06.04.2015 and allowed the above mentioned Civil Misc. Appeal and other connected appeals while partially setting aside Order dated 10.02.2011 passed by the Court of Ld. ADJ, Jaipur. However, the order dated 06.04.2015 has been challenged before the Hon'ble Supreme Court of India by the original Plaintiffs. The next date before Hon'ble Supreme Court is 18.09.2015. Thus as on date the restraint order passed by the Ld. Trial Court against the Company for transferring or alienating the properties or creating charge over the properties of the Company stood set aside. Since the legal matter under Section 111, 397-398 of the Companies Act, 1956 are still sub-judice before the Hon'ble Company Law Board, New Delhi which are yet to be heard finally by CLB. Presently the Comp any is regis tered owner of SCOOTER trademark/device/logo and copyright in the artwork of SCOOTER Wavy device is registered with Registrar of Trade Mark and Copyright. The Company is taking appropriate legal action against all the persons who infringing its trademark and copyright and company is defending its right before the Hon'ble Courts, wherever the challenges have been made. The Board is hopeful of disposal of the matter in favour of the Company. PARTICULARS OF EMPLOYEES Disclosure pertaining 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 is annexed herewith as Annexure-VII to this Report. Further, In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013. The company has in place a system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15. - No of complaints received - Nil - No of complaints disposed off. - NA GENERAL Your Director states 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:- a) Details relating to deposits covered under Chapter V of the Act. b) Issue of the equity shares with differential rights as to dividend, voting or otherwise. c) Issue of shares (including sweat equity shares) to directors or employees of the Company d) Issue of Employee Stock Option Scheme to employees of the company e) As there is no subsidiary or holding company of your company, so Managing Director and Whole Time Directors of the company does not receive any remuneration or commission from any of such companies. e) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company's operations in future. f) Purchase of or subscription for shares in the company by the employees of the company. g) There is no subsidiary of company, so no policy on material subsidiary is required to be adopted. Your Directors further state that:- There is no change in the nature of business of company during the year. ACKNOWLEDGEMENTS Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Venders, Government Authorities, Customers and Member during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executives staff & workers of the Company and gratitude to the members for their continued support and confidence. By order of the Board of Directors Niranjan Lal Data Chairman Date : August 28, 2015 Place : Alwar-301001 |