vcu data management ltd Directors report


For the Financial Year Ended on March 31, 2023

Dear Shareholders,

Your Directors have great pleasure in presenting the 11th Annual Report together with the Audited Balance Sheet as at March 31, 2023 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS:

The Companys performance during the year ended 31st March, 2023 as compared to the previous financial year, is summarized below:

(Amount in Lakhs)

Particulars Standalone Year ended
31st March, 2023 31st March, 2022
Revenue & other Income 153.71 398.58
Total Expenses 93.84 75.27
Exceptional Item -
Profit before Tax 66.19 318.24
Tax Expenses:
a. Current Tax/ Deferred tax 14.93 80.08
b. (Excess)/Short provision for taxes of earlier years 7.56 0.30
Net profit for the year 43.70 237.86
Other comprehensive (loss)/income for the year - -
Total comprehensive income for the year 43.70 237.86
Total comprehensive income for the period attributable to:
Minority Interest - -
Share of Profit/(Loss) from Associates - -
EPS:
- Basic 0.28 1.53
- Diluted 0.28 1.53

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 153.71 lakhs as compared to 398.58 lakhs in the previous year. During the year the Company has net profit of Rs. 43.70 Lakhs (previous year profit of Rs. 237.86 Lakhs).

CORONA VIRUS IMPACT

Your Directors have been periodically reviewing with the Management, the impact of COVID-19 on the Company and had set business model such that the Company was able to minimize the impact on operation of the Company and was able to deliver better with growth prospectus.

SHARE CAPITAL:

There was no change in Paid up Share Capital of the Company during the Financial Year 2022-23 and Company Paid up Share Capital as on 31.03.2023 stood at Rs.15,50,00,000/-

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

TRANSFER TO RESERVES

During the year under review Company has not transferred any amount to the reserves.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be Accessed viz. www.vcupack.in

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the provisions related to CSR were not applicable to the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Shripal Bafna (DIN: 06489822), Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors in its meeting held on 10th July, 2023 appointed Mr. Pritesh Doshi & Ms. Krishna Sangani as the Additional Director and their designation is due for regularisation to Non-Executive Independent Director in this AGM.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting.

The Board met 5 (Five) times during the year, the details of which are given in the Report on Corporate Governance, which forms part of this Annual Report. The gap between any two meetings never exceeded 120 days.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

iv. Company performance and strategy

v. Tracking Board and committees effectiveness vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under sub-section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015. The composition of the Audit Committee is given in Report on Corporate Governance, which forms part of this Annual Report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also 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 the exceptional cases. The details of the Vigil Mechanism Policy are explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2022- 2023, no employee or director was denied access to the Audit Committee. Below is the link of Whistle Blower Policy uploaded on website: https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-

8c7c12ec88a8/downioads/WHiSTLE%20BLQWER%20PQL!CY.pdf?ver=1629109700590

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report. The policy can be accessed on the link: https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-

8c7c12ec88a8/downloads/Criteria%20of%20making%20payments%20to%20Non-Executive%20D.pdf?ver=1599118384749

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 affairs of the company at the end of the financial year and of the profit of the company for that period;

c. the directors 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. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. There is no change in the nature of business of the Company.

STATUTORY AUDITORS:

M/s. Parekh Shah and Lodha, Chartered Accountants (FRN: 107487W) were appointed as Statutory Auditors of the company for a first term of five consecutive years effective from 09th Annual General Meeting up to the conclusion of 14th Annual General Meeting to be held in the year 2026.

The Auditors Report for the year ended 31st March, 2023 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditors Report is enclosed with Financial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has appointed M/s. Dhruvaprakash & Co., Chartered Accountants (Firm Reg No. 117674W) As Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed CS Debashish Banerjee, Practicing Company Secretary due to resignation of M/s. P. D. Pandya & Associates, Practicing Company Secretaries

CS Debashish Banerjee, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the F.Y. 2022-23. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023 is enclosed as Annexure- 1 to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

Your Companys approach on Corporate Governance has been detailed out in the Corporate Governance Report. Your Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to the financial statements. Your Board has also reviewed the internal processes, systems and the internal financial controls and the Directors Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employees remuneration are appended to this report as Annexure 2.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 forms part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. Further disclosure of transactions with related parties is set out as part of the financial statements.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the website of the Company at the link https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3-

8c7c12ec88a8/downloads/Policy%20on%20Related%20Party%20Transaction.pdf?ver=1598269659828

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate or Joint Venture Company.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2022-23 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. The goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its judiciary responsibilities in the widest sense of the term. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

The following have been made a part of the Annual Report AS:

• Report on Corporate Governance - Annexure 3

• Certificate regarding compliance of conditions of Corporate Governance - Annexure 4

• Management Discussion and Analysis Report - Annexure 5

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND 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. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed off during the financial year: Nil

c) Number of cases pending as on end of the financial year: Nil

The policy can be accessed on the link: https://img1.wsimg.com/blobby/go/ed3afe9b-7811-480c-aed3- 8c7c12ec88a8/downloads/Sexual%20Harassment%20Policy.pdf?ver=1599118384749

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March, 2023 Year ended 31st March, 2022
Foreign exchange earning 2.71 Lakhs USD Nil
Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co- operation received by the Company inspite of tough times faced by the Country due to Covid-19 Pandemic from the shareholders, companys clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

By Order of the Board
For VCU Data Management Limited
Shripal Bafna
Chairperson & Managing Director
DIN:06489822
Date: 04th September, 2023
Place: Mumbai