Dear Members,
The Board of Directors of Vaishno Cement Company Limited are pleased to present the 36th
Annual Report for the Financial Year ended 31st March, 2023, together with the
Auditors Report and Audited Accounts for the Financial Year 2022-2023.
FINANCIAL RESULTS:
The summarized performance of the Company for the Financial Years 2022-
2023 and 2021- 2022 are as under:
(Amount Rs.)
|
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Income |
0.00 |
0.00 |
| (Loss) / Profit before Finance Cost, Depreciation and Taxation |
(05.16) |
(06.92) |
| Less: Provision for Taxation |
0.00 |
0.00 |
| Add /(Less): Extra Ordinary Items |
0.00 |
0.00 |
| Profit/ (Loss) after Tax |
(05.16) |
(06.92) |
FINANCIAL PERFORMANCE:
During the year under review, your Company recorded Loss of Rs. (5,15,936/-).
DIVIDEND & RESERVES:
The Board of Directors of your Company has decided not to declare any Dividend during
the Financial Year in view of loss during the year and absence of accumulated profits.
CHANGES IN SHARE CAPITAL:
There has been no change in the equity share capital of the Company during the
Financial Year under review. PUBLIC DEPOSITS:
Your Company has not accepted any public deposits and, as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the Balance
Sheet.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
Your Company do not have any Subsidiary Company, Joint Venture or Associate Companies
as on the date of the Balance Sheet.
LISTING:
The equity shares of the Company are presently listed on The Calcutta Stock Exchange
Ltd. and Bombay Stock Exchange Limited (ISIN INE116E01018) and the listing fees on the
said Stock Exchange for the Financial Year 2021- 2023 have not been paid.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis report for the year under review, as stipulated
under SEBI(LODR) Regulations, 2015 is set out in the annexure A forming part of the Annual
Report
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
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. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The following is a summary of sexual harassment complaints received and disposed
of during each Calendar year:
• No. of complaints received: Nil
• No. of complaints disposed of: Nil
CORPORA TE SOCIAL RESPONSIBILITY (CSR):
Since your Company does not fall under the threshold laid down in section 135 of the
Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not
applicable and no disclosure is required by the Board. CORPORA TE GOVERNANCE REPORT
Since the paid-up share capital of your Company and its net-worth was below the
prescribed limit as per the regulation 15 of SEBI (LODR), Corporate Governance is not
mandatory on the Company during the financial year 2021-2023 and accordingly, a separate
section on Corporate Governance, is not attached herewith.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Act and the Companys Article
of Association, Mr. Jatin Nanji Chheda (DIN: 09342630) retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself re-appointment in compliance
with provisions of Companies Act, 2013.
As per provisions of Section 149 of the 2013 Act, independent directors shall hold
office for a term up to five consecutive years on the board of a company, but shall be
eligible for re-appointment for another term up to five years on passing of a special
resolution by the company and disclosure of such appointment in Boards Report. Further
Section 152 of the Act provides that the Independent Directors shall not be liable to
retire by rotation in the Annual General Meeting (‘AGM) of the Company.
Details of Directors / KMP appointed and resigned during the year
| Name |
Designation |
Date of Appointment |
Date of Resignation |
| Sonal Atal |
Women Director |
1st October, 2021 |
3rd November, 2022 |
| Suman Das |
Independent Director |
18th January, 2022 |
- |
| Rajeswari Bangal |
Independent Director |
18th January, 2022 |
- |
| Jayita Bagchi |
Independent Women Director |
3rd November, 2022 |
- |
| Namrata Gunaji Medhekar |
Independent Director |
3rd November, 2022 |
- |
| Prathamesh Ganpat Manjarekar |
Independent Director |
3rd November, 2022 |
- |
| Rohit Prakash Kankekar |
Independent Director |
3rd November, 2022 |
- |
| Prakash Pandurang Kankekar |
Independent Director |
3rd November, 2022 |
- |
| Jagrati Suhalka |
Company Secretary |
21st August, 2020 |
7th January, 2023 |
PARTICULARS OF EMPLOYEES:
None of the employees of the Company attract the provisions of Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the
year under report and therefore no disclosure needs to be made under the said provision.
DIRECTORS RESPONSIBILITY STA TEMENT:
Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state
and confirm that: -
? In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
? The Directors had selected such accounting policies and applied consistently and have
made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31.03.2023 and of the profit of the
Company for the year ended 31.03.2023;
? 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;
? The Directors had prepared the annual accounts on a going concern basis;
? The Directors, had laid down Internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
? 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.
DETAILS OF BOARD MEETINGS:
During the Financial Year under review, four (4) meeting of Board of Directors were
held i.e., on 06/05/2022, 17/08/2022 03/11/2022 & 07/01/2023 and its details are as
follows:
| Name of Directors |
No.of Board Meeting(s) attended |
| Prakash Pandurang Kankekar |
2/4 |
| Jatin Nanji Chheda |
4/4 |
| Suman Das |
4/4 |
| Prathamesh Ganpat Manjarekar |
2/4 |
| Nabin Kumar Jain |
4/4 |
| Jagrati Suhalka |
4/4 |
The Company has duly complied with the provisions related to Notice, Minutes and
Meetings as prescribed under the Companies Act,2013 and Rules made thereunder, if any.
COMMITTEES OF BOARD:
• AUDIT COMMITTEE:
In compliance with the provisions of section 177 of the Companies Act,2013 and relevant
rules made thereunder, the Company has constituted the Audit Committee and the Audit
Committee of the Board of Directors met four times on 28/05/2022, 12/08/2022, 12/11/2022/
& 14/02/2023 during the financial year under review.
| Name of Directors |
Chairman/ Members |
No.of Board Meeting(s) attended |
| Nabin Kumar Jain |
Chairman |
4/4 |
| Jayita Bagchi (appointed w.e.f 03/11/2022) |
Members |
2/4 |
| Rajeshwari Bangal |
Members |
4/4 |
| Rohit Prakash Kankekar (appointed w.e.f 03/11/2022) |
Members |
2/4 |
| Namrata Gunaji Medhekar (appointed w.e.f 03/11/2022) |
Members |
2/4 |
• NOMINATION AND REMUNERATION COMMITTEE:
In compliance with the provisions of section 178 of the Companies Act, 2013 and
relevant rules made thereunder, the Company has constituted the Nomination and
Remuneration Committee and the details of composition of the Nomination and Remuneration
Committee of the Board of Directors are as under and the Committee met one time on
29/09/2022 during the year under review:
| Name of Directors |
Chairman/ Members |
No.of Board Meeting(s) attended |
| Nabin Kumar Jain |
Chairman |
1/1 |
| Jatin Nanji Chheda |
Members |
1/1 |
| Rajeshwari Bangal |
Members |
1/1 |
• STAKEHOLDERS RELA TIONSHIP COMMITTEE:
In compliance with the provisions of section 178 of the Companies Act,2013 and relevant
rules made thereunder, the Company has constituted the Stakeholders Relationship Committee
and the and the details of composition of the Stakeholders Relationship Committee of the
Board of Directors are as under and Committee met four times on 12/04/2022, 18/07/2022,
18/10/2022 & 18/01/2023 during the financial year under review.
| Name of Directors |
Chairman/ Members |
No.of Board Meeting(s) attended |
| Nabin Kumar Jain |
Chairman |
4/4 |
| Jayita Bagchi (appointed w.e.f 03/11/2022) |
Members |
1/4 |
| Namrata Gunaji Medhekar (appointed w.e.f 03/11/2022) |
Members |
1/4 |
| Sonal Atal (Resigned w.e.f 03/11/2022) |
Members |
3/4 |
| Rohit Prakash Kankekar (appointed w.e.f 03/11/2022) |
Members |
1/4 |
There were no Complaints from the Investors received by the Board during the period
under review.
DECLARATION BY INDEPENDENT DIRECTOR:
Mr. Nabin Kumar Jain, Mr. Suman Das, Ms. Sonal Atal, & Ms. Rajeswari Bangal are the
Independent Directors on the Board of your Company and they fulfill the conditions of
Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made
thereunder and meet with the requirement of the Listing Agreement entered into with the
Stock Exchanges. A format letter of appointment to Independent Director as provided in
Companies Act, 2013 and the repealed Listing Agreement has been issued and disclosed on
the website of the Company viz. www.vaishnocement.com. Further, the Independent Directors
of your Company, in the meeting held on 14.02.2023 has reviewed performance evaluation of
Non-Independent Directors of the Company and other agendas in line with the requirement of
the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act,
2013 were transacted thereat.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, extract of annual return is
enclosed as Annexure B.
SECRETARIAL AUDIT:
In terms of Section 204 of the Act and Rules made there under, Ms. Manisha Lath,
Practicing Company Secretary, had been appointed Secretarial Auditor of the Company. The
Secretarial Audit Report, enclosed as Annexure C is self-explanatory and does not call for
any further comments.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Your Company has not given any loan, guarantee and no investments were made during the
year under review.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:
The Company as per the section 177 of the Companies Act, 2013 and applicable clause of
the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to
provide a channel to the Directors and employees to report to the management instances of
unethical behavior, actual or unsuspected fraud or violation of the Companys code of
conduct. The policy provides adequate safeguard against victimization of employees and
Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access
to the Chairman of the Audit Committee etc.
RELATED PARTY TRANSACTIONS:
There were no related party transactions during the financial year ended 31.03.2023.
Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
Further, there are no materially significant related party transactions during the
Financial Year under review made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
PERFORMANCE EVAL UA TION:
Pursuant to the provisions of the Companies Act 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholders Committee. The Board of Directors expressed their satisfaction with the
evaluation process.
COMPANYS POLICY ON APPOINTMENT AND REMUNERA TION
The Nomination and Remuneration Committee of the Board has formulated the Nomination
and Remuneration Policy, which broadly laid down the various principles for selection,
appointment and payment of remuneration. The said policy provides the procedure for
selection and appointment of Board Members, Key Managerial Personnel (KMPs) and Senior
Management Personnel (SMPs) of your Company along with detailed framework for remuneration
to be paid to the members of the Board of Directors, Key Managerial Personnel (KMPs) and
the Senior Management Perssonel (SMPs) of the Company. The Nomination and Remuneration
Committee identifies suitable candidates in the event of a vacancy being created on the
Board on account of retirement, resignation or demise of an existing Board member. Based
on the recommendations of the Committee, the Board evaluates the candidate(s) and decide
on the selection of the appropriate member. The Committee along with the Board, reviews on
an annual basis, appropriate skills, characteristics and experience required of the Board
as a whole and its individual members. The Board members should be qualified, independent
and have positive attributes. Brief aforesaid Policy has been produced as hereunder:
(i) The remuneration policy aims to enable the Company to attract, retain and motivate
highly qualified members for the Board and other executive level.
(ii) The remuneration policy seeks to enable the Company to provide a well-balanced and
performance-related compensation package, taking into account shareholders interests,
industry standards and relevant Indian corporate regulations.
(iii) The remuneration policy will ensure that the interests of the Board members &
senior executives are aligned with the business strategy and risk tolerance, objectives,
values and long-term interests of the Company and will be consistent with the
"pay-for-performance" principle.
(iv) Remuneration package largely consists of basic remuneration, perquisites,
allowances and performance incentives. The components of remuneration vary for different
employee grades and are governed by industry patterns, qualifications and experience of
the employee, responsibilities handled by his individual performances, etc.
INTERNAL FINANCIAL CONTROL:
The Companys internal control system is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. Efforts are made by the management to maintain a
sound financial and commercial practice capable of improving the efficiency of the
operations and sustainability of the business. The system ensures that all the assets are
safeguarded and protected against loss from unauthorized use or disposition and those are
authorized, recorded and reported correctly. All operating parameters are monitored and
controlled. The Audit Committee of the Board of Directors also reviews the adequacy and
effectiveness of internal control systems and suggests improvement for strengthening them,
from time to time.
RISK MANAGEMENT POLICY:
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximise the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risk through means of a properly defined
framework.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
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
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
As required under Section 134(3)(m) of the Companies Act, 2013 read with the and Rule
8(3) of Companies (Accounts) Rules, 2014 the Company has no activity involving
conservation of energy or technology absorption, foreign exchange earnings and outgo.
BUSINESS RESPONSIBILITY REPORTING:
The Business Responsibility Reporting as required by Regulation 34 of the SEBI Listing
Regulation is not applicable to your Company for the financial year ended March 31st,
2023.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors, Officers and designated employees of
the Company. The Code requires pre-clearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the Directors, Officers and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
ACKNO WLEDGEMENT:
Your directors wish to place on record their appreciation of the contribution of
employees at all levels. Your directors also take this opportunity to thank the Companys
Bankers, Shareholders and all others concerned for their valuable support and co-operation
extended to the Company.
| Place: Kolkata |
|
|
| Dated: 30th day of May, 2023 |
For and on behalf of the Board |
For and on behalf of the Board |
|
S/d |
S/d |
|
Jatin Nanji Chheda |
Rajeswari Bangal |
|
Wholetime Director |
Director |
|
DIN: 09342630 |
DIN: 09440356 |
+91-9892691696
