velox industries ltd Directors report


To,

The Shareholders, Velox Industries Limited

Your Directors are delighted to present the 40th Annual Report on Companys Business Operations along with the Audited Financial Statements for the financial year ended 31st March 2023.

FINANCIAL SUMMARY

The Standalone Financial Results of the Company for the year ended 31st March, 2023 are as follows:

Particulars Financial Year Ended31st March, 2023 Financial Year Ended 31st March 2022
Income from operations - -
Other Income - -
Less : Expenses 15.36 4.25
Profit Before Tax (15.36) (4.25)
Income Tax
Profit After Tax (15.36) (4.25)

OPERATIONS

During the financial year 2022-23, the Company has suffered a loss of Rs. 15.36 Lakhs against loss of Rs 4.25 Lakhs during previous financial year 2022-23.

During the financial year 2022-23, the Company has not conducted any major business activity.

DIVIDEND

In the absence of adequate profits during the financial year 2022-23, the Board does not recommend any Dividend for the financial year 2022-23.

RESERVES

During the financial year, there was no amount proposed to be transferred to the reserves.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid up equity share capital of the Company as on 31st March, 2023 was Rs. 797.40 Lakhs consisting of total 79,74,000 equity shares of Rs. 10/- each. During the year under review there was no Change in Capital Structure and Listing of Shares. During the year Company has increased its Authorized Share Capital from Rs. 1,00,00,000/- (One Crore only) divided into 10,00,000 (Ten Lakh only) equity shares of Rs. 10/- (Ten only) each to Rs. 13,00,00,000/- (Thirteen Crore only) divided into 1,30,00,000 (One crore Thirty Lakh) equity shares of Rs. 10/- (Ten only) each by the creation of additional 12,00,00,000 (Twelve Crore only) equity shares of Rs. 10/- (Ten only) each. Necessary approval of the shareholders of the Company has already been taken via postal ballot (through e-voting) and the e-voting result has been intimated to Stock exchange on 05th August, 2022.

1. Issue of equity shares with differential rights:

During the year, company has not issued any equity shares with differential rights.

2. Issue of employee stock options:-

During the year, company has not issued employee stock options.

3. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:-

During the year, company has not made any Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

4. Bonus Shares:-

During the year under review, the Company had not issued any bonus shares.

5. Issue of Shares on Preferential Basis:

During the FY 2022-23, the Company raised funds through private placement basis, by issue and allotment of Equity shares of 76, 25,000 face value of Rs. 10 each aggregating to Rs.7,62,50,000 which have not been utilized yet during year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During The Year, Following Were the Changes in Directors/ Key Managerial Personnel:

1. Ms. Rashi dewan has resigned as an Independent Director with effect from 03rd January, 2023.

2. Mr. Prabhat Khurana has resigned as an Independent Director with effect from 07th February,2023

3. Mr. Lalit Goyal has resigned as a Chief Finance Officer with effect from 07th December, 2022 Mr. Vishal Kothari has appointed as a Chief Finance Officer with effect from 08th

December, 2022.

4. Mr. Abhay Sharma has resigned as a Company Secretary and Compliance officer with effect from 10th December,2022 and Mr. Ebrahim Saifuddin Nimuchwala has appointed as an Company Secretary officer with effect from 01st January,2023

5. The Board of Directors at its meeting held on 07th February, 2023, on the recommendation by Nomination and Remuneration Committee, has approved the appointment of Ms. Shobha Rustagi and Ms. Vani Alva as Additional Independent Director.

6. Ms. Shobha Rustagi and Ms. Vani Alva has resigned with effect from 06th May, 2023. After the financial year end and up to the date of the Report, following were the changes:

1. The Board of Directors at its meeting held on 25th May 2023, on the recommendation by Nomination and Remuneration Committee, has approved the appointment of Ms. Shobha Rustagi and Ms. Vani alva as Additional Independent Director for further period of five years with effect from 25th May 2023 to 25th May 2028, subject to approval of the shareholders at the 40th Annual General Meeting.

2. Mr. Vijay Bhutna has resigned as a Managing Director of the Company with effect from with effect from 25th May 2023, Mr. Debashis Mukherjee has been appointed as a Managing Director of the Company with effect from with effect from 25th May 2023.

3. Mr. Sanjiv Jain has resigned as a Non-Executive Director with effect from 25th May 2023.

4. Mr. Sushil Dattatraya has appointed as a Non-Executive Director and Chairman of the Company with effect from 25th May 2023.

Pursuant to the provisions of Section 152 of the Act, Mr. Sushil Dattatraya Directors will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations. Further, in the opinion of the Board, the independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014. The Company has also received from them declaration of compliance of Rule 6(1) & (2) that they have registered themselves with databank of Independent Directors as maintained by Ministry of Corporate Affairs.

Details and brief resume of the Director seeking reappointment required by Regulation 26 (4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and as required under Secretarial Standards 2 on General Meetings issued by “The Institute of Company Secretaries of India” are furnished in the Notice convening the Annual General Meeting forming part of the Annual Report.

DECLARATION OF INDEPENDENT DIRECTORS

Ms. Shobha Rustagi and Ms. Vani Alva, who are Additional independent directors, have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme conducted are available on the website of the Company: http://veloxindustriesltd.in/

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Company, was carried out as per the criteria and process approved by Nomination and Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.

The Chairman and other members of the Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees of the Board and Directors individually. The Board also assessed the fulfillment of the independence criteria as specified in Listing Regulations, by the Independent Directors of the Company and their independence from the management

MEETINGS OF BOARD

The Board meetings of your company are planned in consultation with the Board Members. During the year, the Board met Six times on 24.05.2022, 29.06.2022, 08.08.2022, 23.08.2022, 26.08.2022, 14.11.2022, and 08.12.2022, 31.12.2022, 07.02.2023, 14.02.2023, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non- Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board. The Independent Director Meeting for this Matter was held by the Company on 04th February, 2023 and the information regarding this matter has been preserved and kept under record by the Company Secretary of the Company.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has 3 (Three) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board. The details of Composition and Number of Committee Meetings held during the year shall be as follows:

A. Audit Committee:

Name of the Director Category Number of meetings during the Financial Year 2022-23
Held Attended
Rashi dewan Independent Director (Chairman) 4 3
Prabhat Khurana Independent Director 4 3
Shobha Rustagi Independent Director 4 1
Vani Alva Independent Director 4 1
Sanjiv jain Non-Executive Director 4 3

B. Nomination and Remuneration Committee:

Name of the Director Category Number of meetings during the Financial Year 2022-23
Held Attended
Rashi dewan Independent Director (Chairman) 3 2
Prabhat Khurana Independent Director 3 2
Shobha Rustagi Independent Director 3 1
Vani Alva Independent Director 3 1
Sanjiv jain Non-Executive Director 3 2

C. Stakeholders Relationship Committee:

Name of the Director Category Number of meetings during the Financial Year 2022-23
Held Attended
Prabhat Khurana Independent Director 1 1
Shobha Rustagi Independent Director 1 1
Vani Alva Independent Director 1 1
Sanjiv jain Non-Executive Director 1 1

DISCLOSURE OF TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP

As per Schedule V of the LODR Regulations, 2015 every listed Company shall disclose the transactions with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the listed entity. Appu Financial Services Limited (“the acquirer”) has entered into a Share Purchase Agreement (“SPA”) with Zeus Trading Enterprise Limited (“Exiting Promoter”) for acquisition of 1,70,850 Equity Shares representing 48.95 % of the paid up equity share capital of the Company (prior to preferential Allotment )Pursuant to the SPA and preferential allotment, the Acquirer have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 and have already made a Public Announcement, dated June 29, 2022, for acquisition of 33,40,740 Equity Shares from the shareholders of the Company.

STATUTORY AUDITORS

The Shareholders of the Company at the 39thAnnual General Meeting (AGM) held on 26th September, 2022, appointed M/s P. Shah & Co, Chartered Accountants (Firm Reg. No. 109710W) as the Statutory Auditors of the Company for a second term of Five Consecutive years from the conclusion of the 39th Annual general Meeting, till the conclusion of the 44th Annual General Meeting of the Company to be held in the year 2027. The Statutory Auditor report for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark on the financial statements of the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2022-23 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as ‘Annexure 1 to this report. The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

The Internal Audit Department, heading by Mr. Vishal Kothari, performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

COST AUDIT

During the Financial year 2022-23 Provisions related to Cost Audit were not applicable on the Company

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO CENTRAL GOVERNMENT

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

INDIAN ACCOUNTING STANDARDS

The financial statements for the year ended on 31st March, 2023 has been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016 notified under section 133 of Companies Act, 2013 and other relevant provisions of the Act.

ANNUAL RETURN

The annual return of the Company as per the provision of Section 134(3)(a) and 92(3) of the Companies Act, 2013 is available on website of the Company at http://veloxindustriesltd.in/investor- relations/annual-returns/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013 (Act), particulars of loans/guarantees/ investments/securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of the Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 (1) of the Companies Act, the Company has constituted a committee under the name Nomination and Remuneration Committee to perform the functions as specified under the said section.

The Nomination and Remuneration committee has laid down the criteria as specified under Section 178 (3) of the Act and also carried out evaluation of every Directors performance.

The Board of Directors has also framed a policy which lays down a framework in relation to remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members and related matters are put up on the website of the company.

The Nomination and remuneration Policy may be accessed on the Companys website at www.veloxindustriesltd.in

RISK MANAGEMENT

The provision regarding the establishment of Risk Management Committee is not applicable to the Company. However, Board of Directors, time to time in their meetings discuss and evaluate about industry risks, political risks and all other risk which may affect the business of the company and plans the strategies to mitigate these risks. The Risk Management Policy is available on the website of the Company at www.veloxindustriesltd.in

INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the company.

TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Since the Company has not declared any divided from last 7 years, so the provisions of Section 125 of the act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 is not applicable.

RELATED PARTY TRANSACTIONS

During the year under review, there were no contracts or arrangements with any related parties as referred to in sub-section (1) of Section 188 of the Companies Act, Thus, disclosure in Form AOC-2 is not required. In line with the requirements of the Act and SEBI Listing Regulations the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Companys website at www.veloxindustriesltd.in

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, your Company has in place a ‘Whistleblower Policy, which provides an opportunity to the directors and employees to raise concerns about unethical and improper practices or any other wrongful conduct in or in relation to the Company. The Whistle- Blower Protection Policy aims to: Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

Ensure timely and consistent organizational response.

Build and strengthen a culture of transparency and trust.

Provide protection against victimization.

The Audit Committee periodically reviews the existence and functioning of the mechanism. The policy permits all the directors and employees to report their concerns directly to the Chairman ofthe Audit Committee of the Company. The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at www.veloxindustriesltd.in

INTERNAL COMPLAINT COMMITTEE

Since the provisions for constitution of internal complaint committee is not applicable on the company, the company has not constituted said committee.

During the financial year 2022-23, the company has not received any complaint related to sexual harassment and no complaint has been filed with the local complaint committee.

PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. One Crore and Two Lakh Rupees or more or employed for part of the year who were in receipt of remuneration of Rs. Eight Lakh and Fifty Thousand Rupees Per Month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014. Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure 2

COMPLIANCE OF CORPORATE GOVERNANCE PROVISIONS

The provision of Corporate Governance requirements as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D & E of schedule V of SEBI (LODR) Regulations, 2015, are not applicable to the Company. The Company has however complied with all the other applicable regulations of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY, ADOPTION & FOREIGN EXCHANGE EARNING & OUTGO

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesnt own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B)Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Particulars Rs.
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange Earned in terms of actual inflows Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135(1) of the Companies Act, 2013, the provisions and compliance of Corporate Social Responsibility are not applicable to the Company for the financial year ended March 31, 2023.

ENVIRONMENT/POLLUTION CONTROL, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the year under review.

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 is no order passed by the regulators or courts or tribunals that impact Companys affairs.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND ITS PERFORMANCE AND FINANCIAL POSITION INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

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

ONE-TIME SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances of one-time settlement with any Banks or Financial Institutions during the year under review.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES DURING THE FINANCIAL YEAR 2022-23

During the financial year 2022-23, no entity has become or ceased to be its subsidiary, joint venture or associate of the company.

HUMAN RESOURCE

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has constituted an “Internal Complaints Committee” for prevention of sexual harassment of its women employees. During the year, the Committee has not received any complaint related to Sexual harassment.

POLICY ON BOARD DIVERSITY

The Board has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides organizations approach to Board Diversity.

Your Company believes that, Board diversity on the basis of the gender, race and age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, culture, industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Companys website at http://veloxindustriesltd.in/

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are Reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

b) that 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;

c) that the annual financial statements have been prepared on a going concern basis;

d) that proper internal financial controls were in place and that the financial controls were adequateand were operating effectively;

e) That proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

- PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no admitted proceedings which are pending under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal or other Courts during the year under review.

DEPOSITORY SYSTEMS

The Company has established connectivity with both depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s. Alankit Assignments Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent across physical and electronic alternative. The members are requested to contact the Registrar directly for any of their requirements.

DEPOSITS

The Company has not accepted any deposits from the public, falling within the ambit of section 73 of the act, read with the Companies (acceptance of deposits) rules, 2014.

LIST OF CREDIT RATINGS OBTAINED/REVISION

During the Financial Year, 2022-23, no fresh credit rating was obtained by the Company.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

UNCLAIMED SHARES

Pursuant to Regulation 39(4) read with Schedule VI of the Listing Regulations, the Company reportsthat there are no unclaimed shares as on 31st March, 2023.

STATUTORY COMPLIANCE, STRICTURES AND PENALTIES

The Company has complied with the requirement of the Stock Exchanges, SEBI and other statutory authority on matters related to capital markets during the last three years.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Employees, Shareholders, Customers and Suppliers, for their support and cooperation during the year under review.

For and on behalf of
Velox Industries Limited
Sd/-
Debashis Mukherjee
DIN: 00537728
Designation:
Chairman and Managing Director
Date: 04th July, 2023
Place: Mumbai