Dear Members,
Your Directors have pleasure in presenting the 29th Annual Report on the
business and operations of the Company along with Audited Financial Statements for the
financial year ended 31st March, 2016.
1. FINANCIAL RESULTS:
| Particulars |
As on 31st March, 2016 |
As on 31st March, 2015 |
| Sales |
-- |
-- |
| Other Income |
-- |
-- |
| Total Income |
-- |
-- |
| Total Expenses |
398,471.00 |
669,206.00 |
| Profit before Tax |
(398,471.00) |
(669,206.00) |
| Less: Tax Expenses |
-- |
-- |
| Profit/(Loss) after tax |
(398,471.00) |
(669,206.00) |
2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS:
During the year under review there were no operations in the Company. The other income
was nil as previous years other income. After expenses, gross and net loss during the
year was Rs. 3.98 Lacs as against a loss of Rs. 6.69 Lacs for the previous year.
3. DIVIDEND:
Since the Company was not operational during the year under review, your Directors
express their inability to recommend any dividend.
4. TRANSFER TO RESERVES:
Since the Company was not operational during the year under review, so there was no
transfer to General Reserves during the year.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
Corporate & Regd Office B-159, Sector 63. Noida - 201307 U P (India) Tel
91-120-6900694 - 95
6. DEPOSIT:
The company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet for the FY 2016.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT-
2013:
The particulars of loans, guarantees and investments have been disclosed in the
financial statements which also form part of this report.
8. CORPORATE SOCIAL RESPONSIBILITY:
The company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable.
9. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies
Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at
Annexure No. I.
10. INTERNAL CONTROL SYSTEM AND THEIR ADEQUECY
The details with respect to internal control systems and internal Audit has been
briefed in Management Discussion and Analysis Report, which is annexed herewith as "
Annexure No.-II"
11. DIRECTORS & KEY MANAGERIAL PERSONNAL: CHANGES THROUGHOUT THE YEAR
Mr. Naveen Kohli (DIN-00202146) Director of the company, retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of
Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto
stating therein the
Companys policy on Directors appointment and remuneration by the Nomination and
Remuneration Committee.
The Nomination and Remuneration committee was comprises of Mr. Narinder Kumar Sood
(Chairman), & Mr. Naveen Kohli (Member).
13. INDEPENDENT DIRECTORS DECLARATION
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013.
14. BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees were evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
15. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board met 4 (Four) times to deliberate on various matters. The
Meetings were held as on 18/05/2015, 14/08/2015, 21/11/2015, 15/02/2016.The maximum
interval between any two meetings did not exceed 120 days.
| Name of the Director |
No of board Meetings held during the year |
No. of Meetings attended during the year |
| 1 Naveen Kohli |
4 |
4 |
| 2 Narinder Kumar Sood |
4 |
4 |
| 3 Anil Sood |
4 |
4 |
16. AUDIT COMMITTEE
The primary objective of the audit committee is to monitor and provide an effective
supervision of the Managements financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The audit committee oversees the work carried out in the financial reporting
process by the Management, the internal auditors and the independent auditors, and notes
the processes and safeguards employed by each of them. The audit committee has the
ultimate authority and responsibility to select, evaluate and, where appropriate, replace
the independent auditors in accordance with the law.
Further, as per the provision of section 177 of the Companies Act, 2013 the
constitution of Audit Committee is as follow;
| Name of Director |
DIN |
Position |
| 1 Anil Sood |
00967361 |
Chairman; Non- Executive & Independent Director |
| 2 Narinder Kumar Sood |
00634485 |
Member; Non Executive; Independent Director |
| 3 Naveen Kohli |
00202146 |
Member; Executive Director |
Four meetings of the Audit committee were held during the year. The dates on which the
said meetings were held:
18/05/2015, 14/08/2015, 21/11/2015 and 15/02/2016
| Name of Member |
No of Meetings held during the year |
No. of Meetings attended during the year |
| 1 Anil Sood |
4 |
4 |
| 2 Narinder Kumar Sood |
4 |
4 |
| 3 Naveen Kohli |
4 |
4 |
17. NOMINATION AND REMUNERATION COMMITTEE:
As per the provision of section 178 of the Companies Act, 2013 the constitution of
Nomination and Remuneration Committee is as follow;
| Name of Director |
DIN |
Position |
| 1 Anil Sood |
00967361 |
Chairman; Non- Executive Director |
| 2 Narinder Kumar Sood |
00634485 |
Member; Non Executive; Independent Director |
No meeting of the Nomination and Remuneration Committee were held during the year.
Stakeholder and Relationship Committee
As per the provision of section 178 of the Companies Act, 2013 the constitution of
Stakeholder and Relationship Committee is as follow;
| Name of Director |
DIN |
Position |
| 1 Anil Sood |
00967361 |
Chairman; Non- Executive & Independent Director |
| 2 Narinder Kumar Sood |
00634485 |
Member; Non Executive; Independent Director |
| 3 Naveen Kohli |
00202146 |
Member; Executive Director |
No Meeting of Stakeholder and Relationship Committee was held during the Financial Year
2015-16.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in section
188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts ) Rules, 2014
in prescribed Form AOC- 2 is annexed herewith at Annexure No. III
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The company does not have any Subsidiary, Joint Venture or Associate Company; hence
provisions of section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Companies Act, 2013, every Listed Company shall establish a
vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of
section 177(9) & (10) of the Companies Act, 2013, the company has adopted the
whistleblower mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of the Companys code of conduct and
ethics. There has been no change to the Whistleblower Policy adopted by the Company during
financial year 2016.
21. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 of
the Companies Act,
2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,
2014 is annexed as Annexure IV
22. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of section 134(5) of the Companies Act, 2013, your directors state that: -
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed;
(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 and loss 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 the Companies Act, 2013 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
(f) the Directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
23. 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 were no such orders passed by the regulators or courts or tribunals which would
impact the going concern status and companys operations in future.
24. AUDITORS & AUDITORS REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed there under
M/s S. K. Mehta & Co., Chartered Accountants, were appointed as statutory auditors of
the Company from the conclusion of Annual General Meeting held on 30th
September, 2014 till the conclusion of following three Annual General Meeting subject to
ratification of their appointment at every AGM.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and
the Rules framed there under for reappointment as Auditors of the Company.
The notes on accounts referred to in the auditors report are self-explanatory and
therefore dont call for any further comments by the Board of directors.
There are no qualifications or adverse remarks in the Auditors Report which require
any clarification or explanation.
Secretarial Auditor
In terms of Section 204 of the Act and Rules made there under, Ms. Supreet Kaur
Rekhi(Practicing Company Secretary), (Membership No. 29545) was appointed as Secretarial
Auditor for the financial year 2015-16. The Secretarial Audit Report for the financial
year ended on March 31, 2016 is annexed herewith marked as Annexure-V to this Report.
25. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in MGT-9 is annexed herewith at Annexure VI.
26. MANAGEMENTS DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Managements discussion and analysis is set out in this Annual Report & marked as
Annexure-II.
27. 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 maximize 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. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,
event, financial, human, environment and statutory compliance.
28. APPRECIATION:
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain as industry leaders.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its business partners and others associated with the
Company. It will be the Companys endeavour to build and nurture strong links with the
trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests. The Directors also take this opportunity to thank all
Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their
continued support.
|
For & on behalf of M/s. Vibros Organics Limited |
|
Sd/- |
Sd/- |
| Date: 28th May, 2016 |
Naveen Kohli |
Anil Sood |
| Place: Noida |
Director |
Director |
|
DIN: 00202146 |
DIN:00967361 |
+91-9892691696
