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V-Marc India Ltd Directors Report

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Jul 19, 2024|09:44:26 AM

V-Marc India Ltd Share Price directors Report

Dear Members,

Your Companys Directors are pleased to present the Tenth Annual Report of V-Marc India Limited, along with Audited Financial Statements, for the financial year ended 31st March, 2023.

FINANCIAL RESULTS

The operating results of the Company for the year under review are as follows:

Particulars For the year ended 31.3.2023 For the year ended 31.3.2022
Revenue 24984.95 18,197.06
Profits/(Loss) before Depreciation & Tax 1617.88 904.84
Less: Depreciation 255.10 257.50
Less: Tax Expense 318.23 148.12
Prior period items-(income)/expenses - -
Net profit for the period 1044.55 499.22
Less: Utilized for Dividend Issue 0 0
Balance carried forward to Balance Sheet 1044.55 499.22
Earnings Per Share 4.58 2.19

NAME OF THE COMPANY

Prior to listing, Company was private limited known as Asian Galaxy Private Limited. Your Company has changed the name from Asian Galaxy Private Limited to "V-Marc India Private Limited" which was later on converted into Public Limited "V-Marc India Limited" vide dated February 04, 2021.

INITIAL PUBLIC OFFER

The Shares of the company were listed on 9th April, 2021 on NSE (EMERGE). The Company has received approval vide NSE/ LIST/1009 dated 8th April, 2021 from National Stock Exchange (NSE) for the listing of 2,27,85,696 equity shares on NSE (EMERGE) platform w.e.f. 9th April, 2021.The Company has undertaken in consultation with the BRLM, a private placement of 8,40,000 Equity Shares for cash consideration aggregating Rs. 327.60 Lakhs ("Pre IPO-Placement").

The 2,27,85,696 equity shares of V-Marc India Limited was listed on the NSE (EMERGE) Platform w.e.f 9th April, 2021 which included fresh issue of 60,00,000 equity shares in the IPO.

CHANGES IN SHARE CAPITAL:

There is no change in the Authorized Share Capital during the financial year 2022-23. Hence, the Authorized Share Capital of the Company is INR 25,00,00,000 (Rs. Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of INR 10 each during the year 2020-21

The paid-up Share Capital of the Company INR 22,78,56,960 divided into 2,27,85,696 Equity Shares of Rs. 10/- each

• Disclosure regarding issues of equity shares without differential rights:

The Company has not made any issue of equity shares without differential rights during the period under review.

• Disclosure regarding issues of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the period under review.

• Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the period under review.

• Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the period under review.

PERFORMANCE REVIEW

The Net Sales of the Company increased by 26.79% to Rs. 24,728.88 Lacs in financial year 2022-23 from Rs.18101.73 Lacs in financial year 2021-22 The Company has posted Operating Profits (EBITDA) of Rs. 2734.62 Lacs in financial year 2022-23. The Company posted Profit after Tax (PAT) of Rs.1044.55 Lacs in the current financial year as against a PAT of Rs. 499.22 Lacs in the previous financial year; an increase of 52.21%.

A detailed analysis of Companys operations in terms of performance in markets, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

OPERATIONS REVIEW

During the year under review, the Company continued to focus on enhancing the capability of the organization and towards the achievement of this goal, the Company has been taking a number of initiatives.

DIVIDENDS

Considering the future growth aspects for the company no dividend has been recommended by the Company for the year ended 31st March, 2023.

The Company is also not required to transfer any amount to the Investor Education and Protection Fund (IEPF) during the year RESERVES

The Company during the year transferred Rs.1044.55 Lacs to the general reserves. Post transfer, the general reserves stood at Rs. 5690.58 Lacs for year ended 31st March, 2023.

LISTING

The equity shares of your Company got listed at the National Stock of India Ltd. (EMERGE) w.e.f 9th April, 2021 and in dematerialized form. The ISIN No. of the Company is INE0GXK01018.

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2022-23 RECONCILIATION OF SHARE CAPITAL AUDIT

1. Mr. Ashish Sehrawat & Associates, a qualified practicing Company Secretary carried out the Reconciliation of Share Capital of Quarter ended 30th June, 2022, 30th September, 2022, 31st December, 2022 & 31st March, 2023.

Reconciliation of the total listed and paid-up share capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) was done on quarterly basis as stipulated by the SEBI Regulations.

The Audit is carried out Quarterly basis in a year and the report thereon is submitted to the Stock Exchange. The report, inter alia, confirms that the total listed and paid-up share capital of the Company is in agreement with the aggregate of the total dematerialized shares and those in physical mode.

DEMATERIALIZATION OF SHARES

As on March 31,2023, all Equity Shares of the Company are held in dematerialized form. The breakup of the equity shares held in dematerialized and physical form as on March 31,2023 are as follows:

Mode Record Percentage Shares % To Capital
NSDL 257 39.06 33,90,000 14.88%
CDSL 401 60.94 1,93,95,696 85.12%
Physcial 0 0.00 0 0.00
Total 658 100.00 2,27,85,696 100.00

The Company ISIN No. is INE0GXK01018 and Registrar and Share Transfer Agent is BIGSHARE SERVICES PRIVATE LIMITED. Share holding pattern and Distribution of Shareholdings as on 31st March, 2023.

(i) Shareholding Pattern:

S.No. Category No. of Shares Held % of Shareholding
1 Promoters & Promoter Group 1,59,41,696 69.96
2 Mutual Fund - -
3 Banks, FIs, Insurance companies - -
4 Private Bodies Corporate 66,000 0.29
5 Clearing Members 1,47,000 0.65
6 Non-Resident Indians 3,96,000 1.74
7 Indian Public 60,34,000 26.48
8 HUF 2,01,000 0.88
Total 2,27,85,696 100.00

(ii) High And Low Prices of Shares with NSE Emerge:

NSE Emerge (SME Platform)

S. No. Month & Year

V-Marc India Limited

High (Rs.) Low (Rs.)
1 April, 2022 46.65 38.65
2 May, 2022 42.45 32.70
3 June, 2022 36.50 31.00
4 July, 2022 36.00 30.15
5 Aug, 2022 36.80 29.00
6 Sep, 2022 38.35 32.80
7 Oct, 2022 44.00 35.00
8 Nov, 2022 62.50 37.10
9 Dec, 2022 58.95 45.10
10 Jan, 2023 55.60 47.70
11 Feb, 2023 55.00 43.00
12 Mar, 2023 50.50 36.90

Investors / Shareholders Correspondence

Investors / Shareholders may Correspondence with the company at the Registered Office of the company at:

Plot No. 3, 4, 18 & 20A, Sector-IIDC, SIDCUL, Haridwar, Uttarakhand-249403

Contact No. 01334-239638

Email id: cs@v-marc.in & investor@v-marc.in

WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3) of the Companies Act, 2013 The copy of Annual Return for the year ending on March 31,2023 will be available on the Website of the Company www.v-marc.com.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company as per "Annexure A"

DIRECTOR REMUNERATION AND SITTING FEES

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2022-23. The remuneration and Sitting fees paid to Directors will be mentioned Annual return.

CREDIT RATING

Your Companys credit rating is maintained in investment grade to Ratings BBB- for long-term bank facilities and A3 for short-term bank facilities.

CORPORATE GOVERNANCE

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

The Company firmly believes that Corporate Governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders, clients, and the good reputation of the Company and the unquestioned integrity of all personnel involved with the Company.

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible.

The Companys philosophy on Corporate Governance envisages the attainment of highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, the government and lenders.

BOARD OF DIRECTORS

The Board of Directors along with its committees provides leadership and vision to the management and supervises the functioning of the Company. In terms of the Companys Corporate Governance Policy, all statutory and other significant and material information are placed before Board to enable it to discharge its responsibilities of strategic supervision of the Company as Trustees of stakeholders.

Details of Composition of Board as on March 31,2023 are given below: -

S. No. Name of the Director* Category Date of Appointment Directorship in other Companies# Membership of Committee@ Chairman of Committee
1 Vikas Garg Managing Director 04-02-2021 2 2 0
2 Aloak Kumar Tulsiyan* Additional Director-Executive & Non-Independent 26-02-2022 0 2 1
3 Mukesh Bansal Independent Director 04-02-2021 0 0 3
4 Raj Kumar Pandey Independent Director 04-02-2021 1 4 0
5 Meenakshi Garg Non-Executive Director 04-02-2021 2 1 1
6 Deepak Prabhakar Tikle Additional Director-Executive & Non-Independent 02.11.2022 0 0 1

*Mr. Aloak Kumar Tulsiyan resigned from the post of Executive Director w.e.f 04.10.2022 *Mr. Deepak Prabhakar Tikle is appointed as an Additional Director (Executive Director) w.e.f 02.11.2022 #Includes Private Companies but excludes Limited Liability Partnership, Foreign Companies, Section 8 Companies & Alternate Directorship.

@includes Audit Committee, Stakeholders Relationship Committee, Nomination and remuneration Committee and CSR Committee only, of all companies including this company.

Note: None of the Directors of the Company are directors in any other listed Company

Note: None of the Director is a member of more than 10 committees or acting as Chairman of more than 5 committees across all companies in which he is a director.

NUMBER OF MEETINGS OF THE BOARD

During the period under review, the Board of Directors met Nine (9) times in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

S.No. Type of Meeting Date
1 Board Meeting No.1 [2022-23] 28-05-2022
2 Board Meeting No.2 [2022-23] 22-06-2022
3 Board Meeting No.3 [2022-23] 25-07-2022
4 Board Meeting No.4 [2022-23] 18-08-2022
5 Board Meeting No.5 [2022-23] 17-09-2022
6 Board Meeting No.6 [2022-23] 02.11.2022
7 Board Meeting No.7 [2022-23] 14-11-2022
8 Board Meeting No.8 [2022-23] 04-01-2023
9 Board Meeting No.9 [2022-23] 20-03-2023

NO. OF MEETINGS ATTENDED BY EACH DIRECTOR

Sr. No. Name of the Director Total No. of Board Meetings held in the FY during the Tenure of the Director Total No. of the Board Meetings attended Attendance at the last AGM held on 29th September, 2022
1. Mr. Vikas Garg 9 9 Yes
2. Mrs. Meenakshi Garg 9 9 Yes
3. Mr. Alok Kumar Tulsiyan* 5 5 Yes
4. Mr. Mukesh Bansal 9 5 Yes
5. Mr. Raj Kumar Pandey 9 9 Yes
6. Mr. Deepak Prabhakar Tikle* 3 3 Not applicable

*Mr. Aloak Kumar Tulsiyan resigned from the post of Whole-Time Director w.e.f 04.10.2022.

*Mr. Deepak Prabhakar Tikle is appointed as Additional Director (Executive & Non-Independent) w.e.f 02.11.2022

GENERAL SHAREHOLDER MEETINGS

The details of General Meetings of the Company held in last 3 years are as under:

Meetings F. Y Date Time Venue
EGM 2019-20 28-04-2019 11:00 A.M Registered Office
AGM 2019-20 30-09-2019 05:00 P.M Registered Office
EGM 2019-20 03-02-2020 11:00 A.M Registered Office
AGM 2020-21 15-12-2020 11:30 A.M Registered Office
EGM 2020-21 05-01-2021 11.00 A.M Registered Office
EGM 2020-21 12-01-2021 11.00 A.M Registered Office
EGM 2020-21 02-02-2021 10.30 A.M Registered Office
EGM 2020-21 05-02-2021 10.00 A.M Registered Office
EGM 2020-21 02-03-2021 11.00 A.M Registered Office
AGM 2021-22 29-09-2021 11:00 A.M Audio-Video Conferencing
AGM 2022-23 29-09-2022 11.00 AM Audio-Video Conferencing

All the Directors attended the last Annual General Meeting

Details of special resolution passed in last three General Meetings:

S.No. Particulars Date
1 Authorizing The Board to Borrow for Companys Business Upto a Limit Beyond Paid Up Capital And Free Reserves - Special Resolution Under Section 180 (1) (C) Of The Companies Act, 2013 (upto Rs. 250 Crores) 03-02-2020
2 To empower the board to borrow moneys (upto Rs.500 Crores) exceeding the prescribed limit under Section 180(1)(c). 15-12-2020
3 To empower the board to give loan, guarantee or provide security in excess of the limit as prescribed under Section 186 (upto Rs.100 Crores) 15-12-2020
4 Increase in Authorized Share Capital from Rs.20 Crores to Rs. 25 Crores 05-01-2021
5 Change of name of the Company from Asian Galaxy Private Limited to V-Marc India Private Limited 12-01-2021
6 Alteration in name clause of Memorandum of Association 12-01-2021
7 Alteration in name clause of Articles of Association 12-01-2021
8 Conversion from private ltd. company to public ltd. company, alteration in name clause of MOA and 02-02-2021
9 Alteration in name clause of MOA 02-02-2021
10 Alteration in object clause of MOA 02-02-2021
11 Adoption of new set of AOA of the Company pursuant to the Companies Act, 2013 and conversion to a Limited Company 02-02-2021
12 Appointment of Mr. Vikas Garg as Managing Director 05-02-2021
13 Appointment of Mr. Sandeep Kumar Srivastava as Whole-Time Director 05-02-2021
14 Authority for making Initial Public Offering (IPO) 05-02-2021
15 Special resolution for passing Proposal to issue equity shares by way of Private Placement to Mr. Madhukar Chimanlal Sheth 02-03-2021
16 Appointment of Mr. Mukesh Bansal as Independent Director of the Company for a period of Five years from 04.02.2021 to 03.02.2026 29-09-2021
17 Appointment of Mr. Raj Kumar Pandey as Independent Director of the Company for a period of Five years from 04.02.2021 to 03.02.2026 29-09-2021
18 Approval of Related Party Transactions with V-Marc Electricals Private Limited for the F.Y 2021-22 29-09-2021
19 1. Regularisation of Mr. Aloak Kumar Tulsiyan (DIN: 09462547) who has been appointed as an Additional Director in the capacity of Executive & Non-Independent Director of the Company by the Board of Directors effective February 26, 2022 is hereby appointed as a Director, liable to retire by rotation.

2. Appointment of Mr. Aloak Kumar Tulsiyan (DIN: 09462547) as Whole Time Director of the Company for a period of three years with effect from February 26, 2022 to February 25, 2025

29-09-2022

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MEANS OF COMMUNICATION

Your Company regularly provides relevant information to the Stock Exchange as per the requirements of the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

• The quarterly, half-yearly and Annual financial results of the Company are published in leading newspapers in India and uploaded with NSE Limited.

• The results and official news are available on www.nseindia.com and the website of the Company www.v-marc.com.

• Your Company has posted all its Official News releases on its website.

• No formal representations were made to Institutional Investors or Analysts during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of five members, of which two are Independent Directors and one is Woman Director.

During the year under review, The Following were the Composition of Board of Directors and KMP as on March 31,2023.

S.No. Name of the Person Designation
1. Mr. Vikas Garg Managing Director
2. Mr. Aloak Kumar Tulsiyan Additional Director (Executive & Non-Independent) resigned w.e.f 04.10.2022
3. Mr. Mukesh Bansal Independent Director
4. Mr. Raj Kumar Pandey Independent Director
5. Mrs. Meenakshi Garg Non-Executive Director
6. Mr. Deepak Prabhakar Tikle Additional Director (Executive & Non-Independent) appointed w.e.f 02.11.2022
6. Mr. Ranjan Kumar Sawarna Chief Financial Officer
7. Ms. Kanchan Gupta Company Secretary
8. Mr. Suresh Chandra Chandola General Manager-Quality & Controls
9. Mr. Shiv Kishore Rai General Manager-Production & Plant
10. Mr. Gyan Prakash Sharma Vice President-Commercial & Business Development
11. Mr. Neeraj Kumar Khatod Vice President-Sales & Marketing
12. Mr. Vijay Bhatt General Manager-Sales & Marketing
13. Mr. Qurban Ahmad Khan Regional Manager-Sales & Marketing
14. Mr. Brijmohan Garg General Manager-Operations
15. Mr. Anjit Prasad General Manager- Production
16. Mr. Nalini Kanta Swain Senior Manager - Sales & Marketing
17. Mr. Surendra Singh Rawat Head-Project Sale (North)
18. Mr. Dushyant Singh Sengar Manager- Retail Sales - Sales & Marketing

Annual Report 2022-23

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary disclosures from each of its three Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets all the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy aims to have a mix of Independent and Executive Directors on its Board and to separate out its functions of governance and management.

The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 is appended as Annexure-B to this report.

The appointment of Directors and remuneration paid during the financial year 2022-23 is as per the provisions of the Companies Act, 2013 and as per the terms laid down in policy of Nomination & Remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an induction program. Every Senior-Management Personnel makes a presentation to inductees about the Companys strategy, operations, product and market, finance, risk management. RETIREMENT BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Associations of the Company, Mrs. Meenakshi Garg, Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

COMMITTEES OF THE BOARD

As on 31st March, 2023, there are four Board committees namely:

a) Audit Committee,

b) Nomination and Remuneration Committee,

c) Stakeholders Relationship Committee and

d) Corporate Social Responsibility Committee.

A.) AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:

Name of the Director Status Nature of Directorship
Mr. Mukesh Bansal Independent Director Chairman
Mr. Raj Kumar Pandey Independent Director Member
Mr. Aloak Kumar Tulsiyan* Additional Director (Executive & Non-Independent) Member
Mr. Vikas Garg Managing Director Member

*Resigned w.e.f 04.10.2022

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required being included in the Directors Responsibility Statement to be included in the Boards

Report in terms of Clause C of sub-section 3 of Section 134of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

h) • Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow up there on.

• Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• To review the functioning of the Whistle Blower mechanism, in case the same is existing.

• To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee.

MEETINGS HELD AND ATTENDANCE

During the Financial Year 2022-23, Seven Meetings were held on 14/05/2022, 28/05/2022, 25/07/2022,18/08/2022,14/1

1/2022, 13/02/2023 and 20/03/2023.

Mr. Mukesh Bansal is the Chairman of the Audit Committee.

Members Category Meetings Held during the Tenure of the Directors Meetings

attended

Mr.Mukesh Bansal Independent Director 7 4
Mr.Raj Kumar Pandey Independent Director 7 7
Mr.Aloak Kumar Tulsiyan Additional Director (Executive & Non-Independent) 4 4
Mr. Vikas Garg Managing Director 2 2

B.) NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.

The composition of Nomination & Remuneration Committee is given below:

Name of the Director Status Nature of Directorship
Mr. Mukesh Bansal Independent Director Chairman
Mr. Raj Kumar Pandey Independent Director Member
Mrs. Meenakshi Garg Non-Executive Director Member

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Companys, Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The Members of the Nomination and Remuneration Committee met two times during the financial year 2022-23 on

18/08/2022 & 02/11/2022 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Raj Kumar Pandey is the Chairman of Nomination and Remuneration Committee

Members Category Meetings Held during the Tenure of the Directors Meetings attended
Mr. Raj Kumar Pandey Independent Director 2 2
Mr. Mukesh Bansal Independent Director 2 2
Mrs. Meenakshi Garg Non-Executive Director 2 2

C.) STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:

Name of the Director Status Nature of Directorship
Mrs. Meenakshi Garg Non-Executive Director Chairman
Mr. Raj Kumar Pandey Independent Director Member
Mr. Vikas Garg Independent Director Member

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders/investors complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The Members of the Stakeholder Relationship Committee met One time during the financial year 2022-23 on 08/02/2023 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mrs. Meenakshi Garg is the Chairman of the Stakeholder Relationship Committee.

Members Category Meetings Held during the Tenure of the Directors Meetings attended
Mrs. Meenakshi Garg Non-Executive Director 1 1
Mr. Raj Kumar Pandey Independent Director 1 1
Mr. Vikas Garg Independent Director 1 1

D.) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Composition of Corporate Social Responsibility (CSR) Committee:

Name of the Director Status Nature of Directorship
Mr.Deepak Prabhakar Tikle Additional Director (Executive & Non-Independent) Chairman
Mr.Vikas Garg Managing Director Member
Mr.Raj Kumar Pandey Independent Director Member

Mr. Aloak Kumar Tulsiyan being the Chairman resiged from the post of Executive Director w.e.f 01.10.2022 thereafter Mr. Deepak Prabhar Tikle appointed as an Additional Director (Executive & Non-Independent) on 02.11.2022 and also appointed as a Chairman of the Corporate Social Responsibility (CSR) w.e.f 02.11.2022 MEETINGS HELD AND ATTENDANCE

The Members of the Corporate Social Responsibility (CSR) Committee met two times during the financial year 2022-23 on 04/01/2023 & 20/03/2023 as per the provisions of the Companies Act, 2013 and applicable provisions.

Mr. Deepak Prabhakar Tikle is the Chairman of the CSR Committee.

Members Category Meetings Held during the Tenure of the Directors Meetings attended
Mr. Deepak Prabhakar Tikle Additional Director (Executive & Non-Independent) 2 2
Mr. Vikas Garg Managing Director 2 2
Mr. Raj Kumar Pandey Independent Director 2 2

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report.

The Company has also complied with disclosing the required details on the website of the company on www.v-marc.com which are as follows:

• Details of its business

• Composition of various Committees

RELATED PARTY TRANSACTIONS

All contracts or arrangements with related parties, entered into or modified during the financial year ended 31st March 2023, were on arms length basis and in ordinary course of business. Appropriate Approvals have been obtained wherever required by the Members or Board of Directors of the Company.

Particulars of the Contract or Arrangements with the related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as ANNEXURE-C to this Report.

DEPOSITS

During the financial year 2022-23, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and other applicable laws and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

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

The Company has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31st MARCH, 2023 AND THE DATE OF BOARDS REPORT

There is no material changes between 31st March, 2023 and the date of boards report but the company is determined to progress with the enhancement of their operations to work smoothly for the betterment of their stakeholders which is similar to the commitments which are making impact on the financial position of the company in a significant manner.

SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has constituted a Corporate Social Responsibility Committee of the Board comprising of 3 members, namely Mr. Aloak Kumar Tulsiyan (Chairman) resignd w.e.f 04.10.2022, Mr. Vikas Garg, Mr. Raj Kumar Pandey, (Members). The committee were reconstituted in the board meeting held on 26.04.2023 in which Mr. Deepak Prabhakar Tikle (Additional Executive Director) appointed as an additional director (executive) on 02.11.2022 has been appointed as the Chairman of the Committee. The Committee is responsible for formulating and monitoring the CSR policy of the Company. Details about the CSR policy of the Company and initiatives taken by the Company on CSR during the year are available on our website.

As per the Companies Act, 2013, every company having net worth of rupees five hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year shall spend in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial year, in pursuance of its Corporate Social Responsibility Policy. Accordingly, our Company was required to spend Rs. 14.50 Lacs on CSR activities during the year.

During the year under review, your company has spent Rs. 14.50 lacs towards corporate social responsibility.

The annual report on CSR Activities is appended as Annexure-D to this Board Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website i.e., www.v-marc.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy/ Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The purpose of this mechanism is to provide a framework to report concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. This Policy has been appropriately communicated within the organization and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of Audit Committee or Vigilance Officer. The Policy is available on the website of the Company i.e. www.v-marc.com.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate dealing in securities by the Directors 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 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. The Policy is available on the website of the Company i.e., www.v-marc.com. All Board Directors and the designated employees have confirmed compliance with the code.

RISK MANAGEMENT

Your Company is working in an open environment and hence faces various types of risk. Company has analyzed all the possible types of risk and has taken steps to cover as much as possible if the tools of risk management are reasonably priced and available. Company has a clear policy and management to cover the various risks.

HUMAN RESOURCE MANAGEMENT

We are focused to attract and retain talented skills and make them motivated through various skill-development programmes. We provide quality workplace to our employees and provide platform to develop and to grow.

The statement containing the names and other particulars of employees in accordance with section 197 (12) of the Companies Act, 2013, read with rules 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as "Annexure-E" to the Board Report.

One of the employees of the Company employed throughout the financial year was in receipt of remuneration of Rs. 1.02 Cr or more, or employed for the part of the year and in receipt of Rs. 8.5 LACS or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure E to the Board Report. CONSERVATION OF ENERGY

The operational activity of the Company does not involve large energy consumption. In any case, conservation of energy is considered to be a priority and therefore ensuring minimum consumption by way of better energy conservation programs, training/ awareness of the employees, layout of machines and prompt upkeep is a continuous exercise.

TECHNOLOGY ABSORPTION

The Company is taking care of latest development and advancements in technology and all steps are being taken to adopt the same. FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr. No. Particulars Foreign Exchange Earning (Amount in Foreign Exchange outgo (Amount in
1 Purchase of Capital Goods NIL NIL
Total NIL

AUDITORS

M/s Rajeev Singal and Co., Chartered Accountants, having Firm Registration No. 008692C were appointed as Statutory Auditors of the Company for a period of four Consecutive years at the 8th Annual General Meeting of the Member held on September 29, 2021 on a remuneration mutually agreed between the Board of Directors and the Statutory Auditors.

AUDITORS REPORT

There was no observation or qualification in the Auditors Report for the financial year ended 31st March 2023. The Notes on Financial Statements referred to in the Auditors report are self-explanatory and therefore do not require any further comments. SECRETARIAL AUDITOR & REPORT

M/s. Ashish Sehrawat & Associates, Company Secretaries, was appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2022-23, Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report in form MR- 3 is enclosed herewith as "Annexure-F" to the Boards Report.

The Secretarial Audit Report contain observation, qualification or remark by the Auditor.

COST AUDITOR

Maintenance of Cost Records has been specified by the Central Government, under sub -section (1) of section 148, of the Companies Act, 2013, and records has been made and maintained. The Company has appointed M/s Ahuja Sunny & Associates, Cost Accountants (FRN: 001813), as Cost Auditor of company for the F.Y 2022-23.

INTERNAL AUDIT AND AUDITOR

During the year under review, K P A D & Associates, Chartered Accountants, Roorkee (FRN 014326C) has been appointed as Internal Auditor of the company for Internal Audit of Financial year 2022-23.

During the year, the Company continued to implement his/her suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

INTERNAL FINANCIAL CONTROL

The Board has adopted adequate policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has successfully laid down the framework and ensured its effectiveness. V-Marc has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. V-Marc has also well-defined processes for formulating and reviewing long term and business plans. V-Marc will continue its efforts to align its processes and controls with global best practices. SIGNIFICANT AND MATERIAL ORDERS

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

INCIDENT OF FRAUD

No significant fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

INVESTORS EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer & Refund) Rules 2016 all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by Central Government after completion of seven years. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 (10) of the Companies Act, 2013. CEO & CFO CERTIFICATION

Certificate from Mr. Vikas Garg, Managing Director and Mr. Ranjan Kumar Sawarna, Chief Financial Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2022-23 was placed before the Board of Directors of the Company at its meeting held on May 27, 2023. A certificate is attached with this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors hereby state and confirm 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 or 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 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 had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) 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.

ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere appreciation for the excellent support and co-ordination extend by the

shareholders, customers, suppliers, bankers and other business associates. Your directors gratefully acknowledge ongoing cooperation and support provided by Central Government and State Government and all regulatory authorities. Your directors also

place on records their appreciation for the contribution made by employees at all levels.

For and on behalf of the Board
V-Marc India Limited
Vikas Garg Deepak Prabhakar Tikle
Place: Haridwar Managing Director Additional Director
Date: August 18, 2023 DIN :05268238 DIN: 09756849

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