Your directors are pleased to present the 36th Annual Report of the Company
together with the Audited Annual Accounts for the year ended 31st March, 2023.
1. Financial Results
(Rs. in Lakhs)
Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
Total Income |
7,725.11 |
28,628.73 |
Less: Total Expenditure |
1,933.94 |
1,814.68 |
Less: Finance Cost |
7.20 |
2.22 |
Gross Profit/(loss) |
5,783.97 |
26,811.83 |
Less: Depreciation |
425.82 |
146.69 |
Profit/ (loss) before tax |
5,358.15 |
26,665.14 |
Less: Current Tax |
(568.00) |
(2,937.00) |
Less/Add: Tax adjustment for earlier year |
60.09 |
_ |
Add: Deferred Tax |
393.76 |
1,710.80 |
Net Profit/ (loss) after tax |
5,244.00 |
25,438.94 |
Paid up Equity Share Capital (excluding calls in arrears) |
3,535.00 |
3,878.42 |
Reserves excluding revaluation reserve |
1,45,797.78 |
1,67,097.53 |
Earnings per share (Rs.) |
13.57 |
65.80 |
* (Figures have been regrouped / recast to conform to current year's figures)
2. Management Discussion and Analysis Industry Structure and Development
The registered office of the Company was changed to 1st Floor, 90, Okhla
Industrial Estate, Phase-III, New Delhi- 110020 w.e.f. 01/06/2022. The same was changed to
Ground Floor, 90, Okhla Industrial Estate, Phase - III, New Delhi - 110020 effective from
10/11/2022. The related compliances were done in time under prescribed procedure.
The trend in the Indian Stock Market had largely been upbeat during the year under
review except towards end of 4th quarter. Much of the effect of the COVID-19
pandemic waned during the year resulting in near normal operations. Globally also the
effect of COVID-19 has waned. However, the global economy continued to face challenges
with fear of recession looming large in several countries. The continuing war between
Ukraine and Russia with visible unrest in some parts of the world continues to be a cause
of concern. The Central Banks had effected several rate hikes in the wake of continuing
inflation.
Health Safety and Pandemic Risk The Company and its subsidiaries have been proactive
enough to adopt the digital mode since the Covid-19 outbreak ensuring best health safety
measures for employees and uninterrupted service to the stakeholders in the Post COVID-19
era. The Company's focus on liquidity, near zero debt supported by a strong balance sheet
and acceleration in cost optimization initiatives, would help in navigating any near-term
challenge.
Outlook, Risks and Concerns
The underlying strength of Indian demand and consumption, continues to remain healthy.
The performance of your Company is closely linked to those of the stock markets. The
Company is exposed to normal industry risks such as credit, interest rate, economic,
currency, political, market and operational risks. The Company views risk management
as integral to its business for creating and maintaining best practices in business
operations and administration.
Opportunities and Threats
The continuing emphasis on Make in India', Production Linked Incentive in various
sectors, emphasis on building up infrastructure by the government is expected to infuse
further capital investment in the country and thus more opportunities for the financial
sector. The Company is looking forward to grasp the available opportunities. The Company
will also focus on permitted avenues as a member of the Stock Exchange. The uncertain
state of the global economy however continues to remain a cause of concern. Adequacy of
Internal Financial Control Systems The management in consultation with Internal Auditors
monitor and evaluate the efficacy and adequacy of internal financial control systems in
the Company, its compliance with operating systems, accounting procedures and policies at
all levels of the Company and its subsidiaries. The audit observations and the corrective
actions thereon are presented to the Audit Committee of the Board. The control framework
is established and maintained by the Company. The observations by the internal and
statutory auditors are perused by the Management, the Audit Committee as well as the Board
for proper implementation. The Company's internal financial controls have been found to be
adequate and effective.
Financial Review
During the year under review, your Company generated total income of Rs. 7,725.11 lakhs
as against Rs. 28,628.73 lakhs in the previous year. The other income included in the
aforesaid total income was Rs. 153.77 lakhs for the year under review as against Rs. 73.35
lakhs in the previous year. The Company has earned a net profit before tax of Rs. 5,358.15
lakhs for the year under review as compared to the profit of Rs. 26,665.14 lakhs in
previous year. The other comprehensive income for the period stood at (Rs.20108.07 lakhs)
as compared to the corresponding other comprehensive income figure of Rs. 10,882.43 lakhs
for the previous year.
Further, the Financial Statements of the Company have been prepared in accordance with
the Indian Accounting Standards (IND AS') as per the Companies (Indian Accounting
Standards) Rules 2015 as amended and notified under Section 133 of the Companies Act, 2013
(the Act), read with relevant Rules issued thereunder and in conformity with
the accounting principles generally accepted in India. Key Ratios
Please refer Note no. 50 of Standalone Financial Statements for Key ratios and related
information thereon.
Segment wise Performance
Ind-AS 108 on Operating Segments has been complied with. Please refer Note no. 55 of
Standalone Financial Statements. Hence separate disclosure has not been made.
Cautionary Statement
The statements in the above analysis, describing the Company's estimates, expectations
or predictions may be forward looking statements' within the meaning of applicable
securities laws and regulations. The actual results may differ from those expressed or
implied. Important factors that could make a difference to the Company's operations
include changes in government regulations, tax regimes, economic developments within
the country and abroad, and other related factors.
3. Dividend & Reserve
The Board has recommended a dividend of 15% i.e. Rs.1.50 per equity share of Rs. 10/-
each for the year 2022-23 subject to approval of members. The dividend, if approved, will
be paid to the registered members as on the cutoff date for the purpose of Annual General
Meeting (AGM') scheduled to be held on 29/09/2023. No amount was proposed to be
transferred to the reserve during the year under review.
4. Buy-back
During the year under review, the Board of Directors of the Company at its meeting held
on 5th January, 2023, approved the buyback of upto 35,00,000 (Thirty Five Lacs) fully
paid- up equity shares of Rs. 10/- each, from the open market through the stock exchange
route at a price of upto Rs. 200/- per Equity Share (Maximum Buyback Price) excluding
brokerage costs, Securities and Exchange Board of India turnover charges, taxes, advisory
fees, brokerage, relevant stamp duty, GST, public announcement, publication charges, SEBI
& Stock exchanges fees etc. (collectively referred to as Transaction
Costs) for an aggregate amount not exceeding Rs.70,00,00,000/- (Rupees Seventy
Crores only) (maximum buyback size, excluding transaction costs). The buyback was offered
to all eligible equity shareholders of the Company (other than the Promoters / Promoter
Group of the Company). The buyback of equity shares through the stock exchange commenced
on 16th January, 2023 and would be closed on 29th May, 2023 (closing date of buyback).
The Company had bought back 34,34,235 equity shares during the financial year ended
31/03/2023 at an average price of Rs. 180.51 per equity share which were extinguished as
per the buyback regulations. Accordingly, the share capital of the Company has been
reduced by Rs.3,43,42,350/- as detailed in the enclosed balance sheet in Note No. 20's
footnote.
Further, from the commencement of buy-back upto the date of this report the Company had
bought back 38,66,025 (Thirty eight lakhs sixty six thousand and twenty five) Equity
Shares at an average price of Rs 179.22 (Rupees One Hundred Seventy Nine Twenty Two Paisa
Only) per equity share and had deployed Rs. 69,28,58,736.35 (Rupees Sixty Nine Crores
Twenty Eight Lacs Fifty Eight Thousand Seven Hundred Thirty Six and Paise Thirty Five
only) (excluding Transaction Costs), which represents 98.98% of the Maximum Buyback Size
of Rs.70 Crores (i.e. the maximum total amount which could be utilized in the Buyback).
Since the equity shares were bought back at an average price of Rs. 179.22 which was
below the maximum buyback price of Rs. 200/-, therefore, the actual number of equity
shares bought back has exceeded the indicative maximum number of equity shares that could
have been bought back which was subject to maximum buyback size of Rs. 70 crores but was
less than 38,66,200 equity shares being 10% of equity share capital prior to commencement
of buyback.
5. Directors/ Key Managerial Personnel (KMP)
During the year under review and till the date of this report there had been no changes
in the composition of the Board of Directors/ Key Managerial Personnel of your Company
except as stated below:
Directorate:
Shri Vikas Mehrotra (DIN: 06476150) was appointed as Managing Director - International
Operation w.e.f.
12/01/2022 pursuant to the approval of the Board and the members in their meetings held
on 13/11/2021 and 30/12/2021 respectively and the subsequent approval of the Central
Government via order dated 31/05/2022 read with corrigendum dated 29/06/2022.
Dr. Rajeev Lochan Bishnoi-Independent Director
(DIN: 00130335) resigned w.e.f. the closing business hours of 01/03/2023 from the Board
citing his expanding role and responsibilities on being appointed on the Audit Advisory
Board of Comptroller and Auditor General of India and other commitments. Besides this, he
has confirmed that there are no other reasons. The Board places on record its appreciation
for the invaluable guidance and contribution made by Dr. Bishnoi during his tenure as
Independent Director of the Company.
Shri Deepak Kumar Chatterjee-Independent Director
(DIN: 03379600) resigned w.e.f. 04/05/2023 from the Board due to personal reasons.
Besides this, no other reason has been stated for resignation by him. The Board places on
record its appreciation for the invaluable guidance and contribution made by Shri
Chatterjee during his tenure as Independent Director of the Company.
Dr. (Mrs.) Neeraj Arora-Non Executive Director
(DIN: 07191167) resigned w.e.f. 10/05/2023 from the Board due to personal reasons
including her health. Besides this, no other reason has been stated for resignation by
her. The Board places on record its appreciation for the invaluable guidance and
contribution made by Dr. Arora during her tenure as Non-Executive Director of the Company.
Further, Shri M. P Mehrotra (DIN: 00016768) Executive Vice-Chairman in the capacity of
Whole Time Director, whose tenure would end on 31st July, 2023, was reappointed
by the Board in its meeting held on 27/05/2023 for a further period of 3 years w.e.f.
01/08/2023 to 31/07/2026, concurring to the recommendation of Nomination and Remuneration
Committee of the Company subject to approval of Members in the ensuing Annual General
Meeting. Your Directors recommend his re-appointment as Executive Vice-Chairman for a
period of three years as set out in the Notice convening the ensuing AGM.
Shri S. K. Agarwal- Managing Director (DIN: 00106763) was reappointed by the Board in
its meeting held on 28/05/2022 for a further period of 3 years w.e.f. 21/08/2022 to
20/08/2025 which was approved by the members of the Company in the 35th Annual General
Meeting held on 30/09/2022.
Shri K. K. Soni- Director- Finance & CFO (DIN: 00106037) was reappointed by the
Board in its meeting held on 28/05/2022 for a further period of 3 years w.e.f. 01/08/2022
to 31/07/2025 which was approved by the members of the Company in the 35th Annual General
Meeting held on 30/09/2022.
The opinion of the Board on expertise and other attributes of Directors including
Independent Directors has been charted in the Report on Corporate Governance enclosed as
Annexure-I to this report.
Directors retiring by rotation:
In accordance with the provisions of Article 89 of the Articles of Association of the
Company, Shri Suresh Kumar Agarwal (DIN: 00106763) and Ms. Divya Mehrotra (DIN: 0006494)
will be retiring by rotation at the ensuing AGM of your Company and being eligible, have
offered themselves for re-appointment. Concurring to recommendation of Nomination and
Remuneration Committee of the Company,
your directors recommend their re-appointment as set out in the Notice convening the
ensuing AGM.
Key Managerial Personnel (KMP):
Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act
read with the Rules framed thereunder, the following persons were Key Managerial Personnel
of the Company as on March 31,2023:
1. Shri M. P. Mehrotra- Executive Vice-Chairman
2. Shri S. K. Agarwal- Managing Director
3. Shri Vikas Mehrotra- Managing Director - International Operations
4. Shri K. K. Soni- Director- Finance & Chief Financial Officer
5. Shri H. Consul- Company Secretary
There is no change in the Key Managerial Personnel of the Company during the year under
review.
6. Independent Directors
The Independent Directors of your Company have complied with the relevant provisions of
the law relating to their appointment and they continue to comply with the provisions of
the Companies Act, 2013 and the listing regulations.
In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation
16 of the Listing Regulations, the Company has received declarations from all the
Independent Directors of the Company that they continue to meet with the criteria of
independence as provided in the Act and the Listing Regulations. Further, all the
Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, and reimbursement of expenses, if any, incurred by
them for the purpose of attending meetings of the Company.
During the year ended 31/03/2023, 1 (one) meeting of Independent Directors was held on
31/03/2023 as detailed hereunder:
S. Name of the No. Director |
Whether Chairman / Member |
No. of Meeting(s) attended during F.Y. 2022-2023 and
date(s) |
1 Shri D. K. Chatterjee |
Chairman |
1 |
31/03/2023 |
2 Shri Ajit Kumar |
Member |
1 |
31/03/2023 |
3 Shri D.K. Mehrotra |
Member |
1 |
31/03/2023 |
In the meeting of Independent Directors, held on 31/03/2023 pursuant to Schedule IV of
the Act and the Listing Regulations, the Independent Directors reviewed the performance of
the Chairman and Non-Independent Directors of the Company. The Directors also discussed
the quality, quantity and timeliness of flow of information between the Company management
and the Board, which is necessary for the Board to effectively and reasonably perform
their duties. Their conclusion on all the issues discussed was satisfactory.
7. Number of Board and Committee Meetings
Relevant details have been provided in the Report on Corporate Governance enclosed as
Annexure-I of this Annual Report.
8. Corporate Governance and Compliance Certificate
We have reported in Annexure -I to this report, the extent of compliance of Corporate
Governance practices in accordance with Regulation 34(3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
The requisite certificate from A. Aggarwal and Associates- Company Secretaries signed
by Shri Ashutosh Aggarwal, Practicing Company Secretary (COP: 7467 and Peer Review
Certificate No. 1097 / 2021) confirming that none of the directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as Director
of Company by the SEBI / Ministry of Corporate Affairs or any such statutory authority is
appended at the end of aforesaid report.
9. Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3) of the Companies Act, 2013, the Directors
hereby confirm:
a. that in the preparation of the annual accounts for the financial year ended 31 st
March, 2023, the applicable accounting standards have been followed, along with proper
explanation relating to material departures;
b. that they 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 affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
c. that they 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;
d. that they have prepared the Annual Accounts for the financial year ended 31st
March, 2023 on a going concern' basis;
e. that they have laid down Internal Financial controls to be followed by the Company
and that such Internal Financial Controls are adequate and effective and
f. that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating.
10. Evaluation of Board/Committees/Individual Directors
The Board carried out the annual performance evaluation of its own performance and its
Committees in its meeting held on 27/05/2023. The said exercise was led by the independent
directors who are also constituents of Nomination and Remuneration Committee. The
evaluation process focused on different aspects of the Board and Committees functioning
such as composition of the Board and Committees, experience and competence, performance of
specific duties and obligations, governance issues etc. The aim was to assess the
effectiveness of the Board's/Committees' processes, and to identify any actions required
to improve effectiveness. The review thus focused on the following associated areas viz.
structure, leadership, strategy, risks, decision making and development.
The evaluation process inter-alia comprised the following:
Review of Board, Committees and management information and other relevant
documentation.
Discussions with all directors on the Board, Committee members focusing on
aspects of the Board's and Committees' composition; strategy, risk and controls;
decision-making, roles and performance
5 ::
of the Chairman, independent directors, executive directors and other non-executive
directors.
Given the experience and qualifications of the Board members, it was not considered
necessary to engage external persons to facilitate the evaluation process.
As per the provisions of Section 178(2) of Companies Act, 2013, the Board of Directors
also carried out annual evaluation of each Director's performance in its meeting held on
27/05/2023 on the parameters including attendance, contribution and independent judgment
by individual directors. Since all Directors have rich experience of corporate
environment, so they are accustomed to having their performance regularly evaluated.
11. Proper systems to ensure that compliances were adequate and effective
The professional conduct sets expectations that all employees shall comply with all
laws and regulations governing Company's conduct. Information is reported upwards
internally within the organization to senior management and if appropriate, also shared
with the Board of Directors and/or the external auditors. Information is reported
externally in public filings, if it meets the criteria for requiring public disclosure.
12. Corporate Social Responsibility (CSR)
The Company is covered under the threshold prescribed under the Act for CSR. During the
year under review, the Company had allocated total amount of Rs. 2,90,98,638.00 for
spending in the F. Y. 2022-2023 after adjusting excess amount of Rs.13,330/- spent in
previous year. The utilization statement is appended below:
Financial
Year |
Allocated Amount |
Amount spent |
Recipient entity and project |
Amount Unspent (cumulative) as on March 31, 2023 |
(in Rs.) |
(in Rs.) |
(in Rs.) |
2022-23 |
2,91,11,967.18 |
|
Opening Balance (excess spent) |
-13,330.00 |
|
|
|
Amount available for disbursal |
2,90,98,637.18 |
|
|
6,85,380.00 |
IIMPACT, Gurgaon (Assistance for five learning centers located in
the rural areas of Kanpur Dehat Dist.
(UP.). |
2,84,13,257.18 |
|
|
11,00,000.00 |
Bharat Lok Shiksha Parishad NS-15/ H 5 (Between ED & FD
Block), Pitampura, Delhi-110034 (Project Ekal Vidyalaya for 50 centres) |
2,73,13,257.18 |
|
|
49,40,000.00 |
Sri Sathya Sai Health & Education Trust (for treatment of 38
children with congenital heart disease in Sai Sanjeevani Hospital at Palwal, Haryana and
other centers). |
2,23,73,257.18 |
|
|
32,50,000.00 |
Sri Sathya Sai Health & Education Trust (for treatment of 38
children with congenital heart disease in Sai Sanjeevani Hospital at Palwal, Haryana and
other centers). |
1,91,23,257.18 |
|
|
7,85,100.00 |
Pratibha Parishkar Sansthanam, Mathura (U.P.) (Purchasing of
Ambulance). |
1,83,38,157.18 |
|
|
-4,052.50 |
Refunded by Pratibha Parishkar Sansthanam, Mathura (U.P.) |
1,83,42,209.68 |
|
|
11,00,000.00* |
Sri Sankat Mochan Dham Trust, Kanpur (Construction work of Computer
Centre and Science Lab in Smt. Kasturi Devi Parashar Inter College in village Salai,
District Kasganj (U P). (approved as an Ongoing project) |
1,72,42,209.68 |
|
|
52,79,730.00* |
Pushp Niketan School Samiti, Dhampur, (U.P.). (for complete
renovation of badminton court). (approved as an Ongoing project) |
1,19,62,479.68 |
|
|
1,15,72,000.00* |
Research project by National Institute of Computer Education Society,
Meerut (U.P.) (approved as an Ongoing project) |
3,90,479.68 |
|
|
3,90,480.00 |
Transfer to PM CARES FUND permissible under schedule VII of the
Companies Act, 2013 on 31/03/2023. (including a sum of Rs. 4052/- which remained untilized
by Pratibha Parishkar Sansthanam) |
0.00 |
|
|
-13,123.00 |
Refunded by Pratibha Parishkar Sansthanam, Mathura (U.P.) received on
31/03/2023. |
13,123.00 |
|
|
13,123.00 s |
Transfer to PM CARES FUND permissible under schedule VII of the
Companies Act, 2013 on 09/05/2023. |
0 |
Balance |
0 |
* Transferred to VLS Finance Ltd. - Unspent Corporate Social Responsibility
Account in pursuance to Section 135(6) for the Companies Act, 2013 read with Rule
2(1) (i) the Companies (Corporate Social Responsibility Policy) Rules, 2014.
$ An amount of Rs.7,85,100.00 was allocated to the Pratibha Parishkar
Sansthanam', Mathura (U.P.). However, Rs.17,175.00 was unutilized and therefore, returned
to the Company in two tranches. The entire amount was deposited to the PM Cares Fund as
per CSR rules in two tranches. First tranch of Rs. 4,052/- was deposited on 31/03/2023 and
second tranch of Rs. 13,123/- was deposited on 09/05/2023.
The recent amendment in CSR Rules effective from 22/01/2021 issued by Ministry of
Corporate Affairs, mandates under Rule 10 thereof that the amount which remains unspent
till the 31st March of every financial year, must be transferred to designated
fund by the Government (fund') within 6 months from the end of financial year and
the Company would no longer be able to use or disburse under the CSR activities or carry
over to next year or spend in future the allocated amount for CSR which remained unspent
on 31st March of every financial year. For the financial year 202223, from
the entire amount available for CSR initiative by the Company, Rs. 1.07.43.305/- had been
spent in various proposals and an amount of Rs. 1.79.51.730/- had been Transferred to
VLS Finance Ltd. - Unspent Corporate Social Responsibility Account in
pursuance to Section 135(6) for the Companies Act. 2013 read with Rule 2(1)(i) the
Companies (Corporate Social Responsibility Policy) Rules. 2014. Further. an amount of Rs.
3.90.480/- was transferred to the PM Cares Fund. At the end of financial year, there
was an unspent amount of Rs. 13,123/- left in CSR corpus for the year 2022-23 which was
received on 31/03/2023 from Pratibha Parishkar Sansthanam' besides allocation for
ongoing projects. Accordingly, the amount of Rs. 13,123/- was transferred to the PM cares
fund compliance of second proviso to sub-section 5 of Section 135 of the Companies Act
2013 read with Rule 10 of Companies (Corporate Social Responsibility Policy) Rules, 2014.
The report of CSR Committee in terms of Section 135 of the Companies Act, 2013 is
enclosed as Annexure -II to this report.
13. Annual Return Extract (MGT-9)
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company as on March 31, 2023 is available on the website of the
Company at www.vlsfinance.com.
14. Policies
Your Company has formulated the following policies to optimize its performance and
functions.
A. Corporate Social Responsibility Policy
The CSR policy can be accessed at Company's website viz. www.vlsfinance.com
under the head Investor Relations'.
B. Related Party Transaction
The detailed policy may be accessed at www.vlsfinance.com under the head
Investor Relations'.
The Board of Directors (the Board) of VLS Finance Limited (the
Company) has adopted this Policy. The said Policy includes the materiality
threshold and the manner of dealing with Related Party Transactions (Policy)
in compliance with the requirements of
Section 188 of the Companies Act, 2013 and conforms to the requirements of Regulation
23 of the Listing Regulations.
This Policy applies to transactions between the Company and one or more of its Related
Parties. It provides a framework for governance and reporting of Related Party
Transactions including material transactions.
This Policy is intended to ensure due and timely identification, approval, disclosure
and reporting of transactions between the Company and any of its Related Parties in
compliance with the applicable laws and regulations as may be amended from time to time.
C. Board diversity
The detailed policy may be accessed at www.vlsfinance.com under the head
Investor Relations'.
VLS Finance Ltd. recognises and embraces the benefits of having a diverse Board and
sees increasing diversity at Board level as an essential element in maintaining a
competitive advantage. A truly diverse Board will include and make good use of differences
in the skills, regional and industry knowledge and experience, background, race, gender
and other distinctions between Directors. These differences will be considered in
determining the optimum composition of the Board and when possible would be balanced
appropriately. All Board appointments shall be made on merit, in the context of the
skills, experience, independence and knowledge which the Board as a whole requires to be
effective.
D. Risk Management
The detailed policy may be accessed at www.vlsfinance.com under the head
Investor Relations'.
The Company has formed Risk Management Policy to ensure appropriate risk management
within its systems and culture. The Company operates in a competitive environment and is
generally exposed to various risks at different times such as technological risks,
business risks, operational risks, financial risks, etc. The Board of Directors and the
Audit Committee of the Company shall periodically review the Risk Management Policy of the
Company so that the Management controls the risk through properly defined network.
The Company has a system-based approach to business risk management backed by strong
internal control systems. A strong independent Internal Audit Function at the corporate
level carries out risk focused audits across all businesses, enabling identification of
areas where risk managements processes may need to be improved. The Board reviews internal
audit findings, and provided strategic guidance on internal controls, monitors the
internal control environment within the Company and ensures that Internal Audit
recommendations are effectively implemented.
The combination of policies and procedures adequately addresses the various risks
associated with your Company's businesses.
E. Anti-sexual harassment mechanism
The detailed mechanism may be accessed at www.vlsfinance.com under the head
Investor Relations'.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of
The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All women employees inter-alia permanent, contractual, temporary,
trainees are covered under this policy.
The Internal Complaints Committee is headed by the woman Director on the Board. There
were no complaints received from any employee or otherwise during the year under review
and no complaints were pending as on 31/03/2023.
F. Nomination and Remuneration Policy
The detailed policy may be accessed at www.vlsfinance.com under the head
Investor Relations'.
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and Regulation
19 of the Listing Regulations, the Nomination and Remuneration Committee (NRC') has
formulated a policy relating to the remuneration for the Directors, Key Managerial
Personnel (KMP), Senior Management and other employees including their annual evaluation.
While formulating this policy, the NRC has considered the factors laid down in Section
178(4) of the Companies Act, 2013 and the Listing Regulations, as amended.
G. Vigil Mechanism /Whistle Blower
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. Vigil (whistleblower) mechanism provides a channel to the
employees and directors to report to the management concerns about unethical behaviour,
actual or suspected fraud or violation of the code of conduct or policy. The mechanism
provides for adequate safeguards against victimization of directors and employees who
avail of the mechanism and also provide for direct access to the Chairman of the Audit
Committee in exceptional cases. It is hereby affirmed that no person was denied access to
the Audit Committee.
The detailed mechanism may be accessed at www.vlsfinance.com under the head
Investor Relations'.
15. Contracts with Related Party
The disclosure in prescribed form AOC-2 is enclosed as Annexure - III.
16. Auditors Statutory Auditors
In terms of Section 139 read with Companies (Audit and Auditors) Rules, 2014 M/s.
Agiwal & Associates, Chartered Accountants (FRN: 000181N) had been appointed for a
period of 5 years i.e. from the conclusion of 35th Annual General Meeting till
the conclusion of 40th Annual General Meeting of the Company subject to
applicable regulations. The members in the 35th AGM of the Company had
authorised the Board to fix the remuneration of the Auditors. The Statutory Auditors have
consented to continue as Statutory Auditors and have given a confirmation that they are
eligible to continue with their appointment and have not been disqualified in any manner
for continuing as Statutory Auditors.
Cost Auditor
The provisions relating to cost records and audit are not applicable to your Company.
Secretarial Auditors
The Board in its meeting held on 27/05/2023 had reappointed M/s. A. Aggarwal &
Associates-Company Secretaries (COP: 7467) as Secretarial Auditors for the financial year
2023-24 who was also the Secretarial Auditors of the Company for the financial year
2022-23 in compliance with Section 204 of the Companies Act, 2013 read with regulation 24A
of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
17. Auditors' Report
The observations made by the Statutory Auditors, with reference to notes on accounts
for the year under report, have been adequately dealt with in the relevant Notes forming
part of Financial Statements and need no further comments from Directors. Further, the
Auditors have not reported any fraud in terms of Section 143(12) of the Companies Act,
2013 to the Board for the year under review.
18. Secretarial Audit Report
The Secretarial Audit Report for the year 2022-23 submitted by Secretarial Auditor in
terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as
Annexure-IV. The said report does not contain any adverse remark or observation by the
Secretarial Auditor.
19. Statutory Information.
The Company has paid the annual listing fees for the year 2023-24 to BSE Ltd.
and The National Stock Exchange of India Ltd. and the custodian fees to National
Securities Depository Ltd. and Central Securities Depository Ltd.
The Board in its meeting held on 25/10/2018 had approved the proposal for
voluntary delisting from the Calcutta Stock Exchange Ltd. (CSE'). When the Company
approached CSE, thereafter, for completing formalities of delisting, it was learnt that
CSE had suspended the scrip of your Company alleging nonpayment of listing fee for the
year 2014-15 and other non- compliances. Since the Company had paid the said listing fee
in time and also made other compliances the same were promptly informed to CSE in response
to their communications. However, the Exchange had been inordinately delaying the process
and delisting approval has not yet been granted. Regarding listing fee for the year
2019-20 onwards, the stand taken by the Company is that the same is not payable since the
Company had approached Exchange for delisting of scrip well in time and cannot be made
liable for payment of the fee when the delay is on part of Exchange.
The shares of the Company are presently listed at BSE Ltd., The National Stock
Exchange of India Ltd., Mumbai and The Calcutta Stock Exchange Ltd., Kolkata (pending
delisting).
There had been no change in the nature of business and name of Company during
the year under review. Further, no proceedings/ application under Insolvency and
Bankruptcy Code, 2016 had been made/pending against the Company.
During the year under review, the Company did not absorb any new technology or
carry out any R&D related activity for this purpose. However, use of energy efficient
devices, wherever possible, in conducting
business of Company is part of its administration policies. The detailed disclosure is
enclosed as Annexure -V to this report.
Your Company's principal business is acquisition of securities; hence Section
186 of the Act is not applicable.
Your Company has not issued equity shares with differential voting rights, sweat
equity or ESOP in terms of Section 43 and Section 62 of the Companies Act, 2013, during
the year under review.
No revision of financial statements or Board's Report has been made in terms of
Section 131 of the Companies Act, 2013, during the year under review. Further, there was
no one time settlement with Bank/ Financial Institutions during the year under review.
Disclosure relating to ratio of the remuneration of each director to the median
employee's remuneration in terms of Section 197(12) of the Companies Act, 2013 is enclosed
as Annexure -VI to this report.
Executive Vice-Chairman, Managing Director and Director- Finance & CFO of
your company are not in receipt of any remuneration or commission from any subsidiary
company in terms of Section 197(14) of the Companies Act, 2013 and were appointed by
passing special resolution for 3 years.
There had been no significant and material orders passed by regulatory
authorities/ court that would impact the going concern status of the Company and its
future operations. Further, there were no material changes or commitments affecting
financial position of the Company occurred between the year under review and date of this
report.
In the annual financial statements for the year under review, the disclosures of
those items, where amount for the year under review and corresponding previous year was
Nil, had been dispensed with, though required to be disclosed under applicable
regulations.
20. Fixed Deposits
The Company has not accepted any fixed deposit during the year under review. The
Company has no plans to accept any deposits from the public in the current year.
21. Human Resources
Employee relations continued to be cordial during the year. The number of employees
stood at 34 (Thirty Four) at the end of the year under review. The Directors place on
record their appreciation of the devoted service of the employees at all levels. In terms
of the provisions of Section 197 of the Companies Act 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there was no employee
during the year drawing remuneration more than the stipulated amount in the said rules.
Your Company has not approved any scheme relating to provision of money to be held in a
trust for the benefit of the employees in terms of Section 67(3)(b) of the Companies Act,
2013 during the year under review.
22. Green initiative in Corporate Governance
As a continuing endeavor towards the Go Green Initiative, the Company has been sending
documents like the notice calling the general meeting, audited financial statements,
directors' report, auditors' report etc. in electronic form, to
the email addresses provided by the members directly or made available to us by the
depositories, besides regular correspondence. The electronic mode is both economical and
speedier compared to physical documents. Members who hold shares in physical form are,
therefore, requested to register their e-mail addresses and intimate any change in e-mail
id, with the Company or with the Registrar & Share Transfer Agents, RCMC Share
Registry Pvt. Ltd. In respect of electronic holdings, members are requested to register
their e-mail addresses with the depository through their concerned depository
participants. You may kindly note that even after registration of e-mail ID, you are
entitled to be furnished, free of cost, a printed copy of the annual report of the
Company, upon receipt of a requisition from you, at any time. In case you desire to
receive Company's communication and documents in physical form, you are requested to
intimate us through email at hconsul@vlsfinance.com.
23. Subsidiary/Associate Companies
Statement pursuant to Section 129(3) of the Companies Act, 2013 for the financial year
ended 31/03/2023 in respect of the subsidiary/associate companies, is enclosed with Annual
Accounts of the Company. Please refer to Note no. 53 of Notes forming part of consolidated
financial statement in the Annual Report for the year under review.
The consolidated financial results include the audited financial results for the year
ended on 31/03/2023 of the subsidiaries VLS Securities Limited (100%), VLS Real Estate
Limited (100%) and VLS Asset Management Limited (99.15%). The financial results of VLS
Capital Ltd. for the same period have been consolidated under equity method of accounting
as an associate of VLS Securities Ltd. a subsidiary of the Company, since it was not
consolidated by said subsidiary in view of exemption available under Section 129 read with
Rule 6 of the Companies (Accounts) Rules, 2014. The financial results of Sunair Hotels
Ltd. (Sunair') are not included in these consolidated financial statements as it
does not fall under the definition of an associate as per Ind AS-28 due to absence of
significant influence on account of ongoing disputes between the Company and Sunair, hence
excluded from consolidation of financial results of the year under review.
24. Consolidated Financial Statements
In compliance of Section 129(3) of the Companies Act, 2013, the consolidated financial
statements in accordance with the prescribed accounting standards are annexed to the
audited annual accounts for the year under review.
25. Acknowledgements
The Directors thank the Company's business associates, Bankers, the Securities &
Exchange Board of India and Stock Exchanges, employees, vendors, investors and academic
partners for their continuous support. The Directors also thank the Government of India
and Governments of various states in India.
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