Vaishno Cement Co Ltd Directors Report.

Dear Members,

The Board of Directors of Vaishno Cement Limited are pleased to present the Thirty Two Annual Report for the Financial Year ended 31st March, 31st March, 2019, together with the Auditors Report and Audited Accounts for the Financial Year

2018- 2019.

FINANCIAL RESULTS :

The summarized performance of the Company for the Financial Years 2018- 2019 and 2017- 2018 are as under:

Particulars Amount (Rs.)
Year ended Year ended
31.03.2019 31.03.2018
Income 0.00 2.00
(Loss) / Profit before Finance Cost, Depreciation and Taxation (6.25) (3.70)
Less: Provision for Taxation 0.00 0.00
Add /(Less) : Extra Ordinary Items 0.00 0.00
Profit/ (Loss) after Tax (6.25) (3.70)

FINANCIAL PERFORMANCE:

During the year under review, your Company recorded Loss before Finance Cost, Depreciation and Taxation of Rs. (6,25,054/-) in the Financial Year 2018- 2019 as against loss of Rs. (3,70,075/-) in the Previous Year.

DIVIDEND & RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year in view of loss during the year and absence of accumulated profits.

CHANGES IN SHARE CAPITAL:

There has been no change in the equity share capital of the Company during the Financial Year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture Or Associate Companies as on the date of the Balance Sheet.

LISTING:

The equity shares of the Company are presently listed on The Calcutta Stock Exchange Ltd. and Bombay Stock Exchange Limited and the listing fees on the said Stock Exchange for the Financial Year 2018- 2019 have been paid.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report for the year under review , as stipulated under SEBI(LODR) Regulations, 2015 is set out in the annexure A forming part of the Annual Report

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year:

No. of complaints received: Nil
No. of complaints disposed off: Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Since the paid up share capital of your Company and its net-worth was below the prescribed limit as per the regulation 15 of SEBI (LODR), Corporate Governance is not mandatory on the Company during the financial year 2018-2019 and accordingly, a separate section on Corporate Governance, is not attached herewith.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the Financial Year under review, no directors have resigned from the board of the company.

Mr. Naresh Halge, was appointed as Additioanal Director of the company w.e.f. 11/10/2018. Ms. Mrinalini Sharma, Mr. Manu Shekhar Agrawal was appointed as Additioanal Director of the Company with effect from 29/03/2019 respectively.

During the Financial Year under review, Ms. Sanjoli Anup Agarwal was appointed as Company Secretary of the Compnay.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Boards Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM) of the Company.

Details of Directors / KMP appointed and resigned during the year

Name Designation Date of Appointment Date of Resignation
Jagannath Parida Chief Financial Officer - 11th October, 2018
Sanjoli Anup Agarwal Company Secretary 29th march,2019 -
Hem Dudhedia Chief Financial Officer 29th march,2019 -

PARTICULARS OF EMPLOYEES:

None of the employees of the Company attract the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under report and therefore no disclosure need to be made under the said provision.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state and confirm that:-

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

The Directors had selected such accounting policies and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2019 and of the profit of the Company for the year ended 31.03.2019;

? The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; ?

The Directors had prepared the annual accounts on a going concern basis; ?

The Directors, had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

? The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD MEETINGS:

During the Financial Year under review, nine meeting of Board of Directors was held i.e. on 28/05/2018, 14/08/2018, 11/10/2018, 12/11/2018, 14/02/2019 & 29/03/2019 and its details are as follows:

Name of Directors No. of Board Meeting(s) attended
MR. RAJKUMAR JAISWAL 6/6
MR. NARESH HALGE 4/4
MR. NABIN KUMAR JAIN 4/6
MR. VINEET AGARWAL 6/6
MRS. KAKALI GHOSH 6/6
MR. MANU SHEKHAR AGRAWAL 1/1
MS. MRINALINI SHARMA 1/1

The Company has duly complied with the provisions related to Notice,Minutes and Meetings as prescribed under the Companies Act,2013 and Rules made thereunder,if any.

COMMITTEES OF BOARD: ? AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Companies Act,2013 and relevant rules made thereunder, the Company has constituted the Audit Committee and the Audit Committee of the Board of Directors met four times during the financial year under review.

Name of Directors Chairman/ Members No. of Board Meeting(s) attended
NABIN KUMAR JAIN Chairman 4/4
VINEET AGARWAL Members 4/4
RAJKUMAR JAISWAL Members 4/4
KAKALI GHOSH Members 4/4

? NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act, 2013 and relevant rules made thereunder, the Company has constituted the Nomination and Remuneration Committee and the details of composition of the Nomination and Remuneration Committee of the Board of Directors are as under:

Name of Directors Chairman/ Members No. of Board Meeting(s) attended
VINEET AGARWAL Chairman 1/1
NABIN KUMAR JAIN Members 1/1
KAKALI GHOSH Members 1/1

DECLARATION BY INDEPENDENT DIRECTOR:

Mr. Nabin Kumar Jain, Mr. Vineet Agarwal, Mrs. Kakali Ghosh, Ms. Mrinalini Sharma & Mr.Manu Shekhar Agarwal are the Independent Directors on the Board of your Company and they fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with the requirement of the Listing Agreement entered into with the Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the repealed Listing Agreement has been issued and disclosed on the website of the Company viz. www.vccl.in . Further, the Independent Directors of your Company, in the meeting held on 30.03.2019 has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with the requirement of the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act, 2013 were transacted thereat.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is enclosed as Annexure B.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, Ms. Manisha Lath, Practicing Company Secretary, had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure C is self-explanatory and does not call for any further comments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has given loan, guarantee in accordance with the Section 186 of the Companies Act, 2013.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Companys code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee etc.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the financial year ended 31.03.2019. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the Financial Year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013, the Board has carried out an annual performance evaluation of its own performance ,the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Committee. The Board of Directors expressed their satisfaction with the evaluation process.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Board has formulated the Nomination and Remuneration Policy, which broadly laid down the various principles for selection, appointment and payment of remuneration. The said policy provides the procedure for selection and appointment of Board Members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company along with detailed framework for remuneration to be paid to the members of the Board of Directors, Key Managerial Personnel(KMPs) and the Senior Management Perssonel (SMPs) of the Company. The Nomination and Remuneration Committee identifies suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member.Based on the recommendations of the Committee, the Board evaluates the candidate(s) and decide on the selection of the appropriate member. The Committee along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Board as a whole and its individual members.The Board members should be qualified, independent and have positive attributes.Brief aforesaid Policy has been produced as hereunder: (i) The remuneration policy aims to enable the Company to attract,retain and motivate highly qualified members for the Board and other executive level. (ii) The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related compensation package,taking into account shareholders interests, industry standards and relevant Indian corporate regulations.

(iii) The remuneration policy will ensure that the interests of the Board members & senior executives are aligned with the business strategy and risk tolerance,objectives,values and long-term interests of the Company and will be consistent with the "pay-for-performance" principle.

(iv)Remuneration package largely consists of basic remuneration,perquisites,allowances and performance incentives. The components of remuneration vary for different employee grades and are governed by industry patterns,qualifications and experience of the employee,responsibilities handled by him ,his individual performances,etc.

INTERNAL FINANCIAL CONTROL:

The Companys internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. Efforts are made by the management to maintain a sound financial and commercial practice capable of improving the efficiency of the operations and sustainability of the business. The system ensures that all the assets are safeguarded and protected against loss from unauthorized use or disposition and those are authorized, recorded and reported correctly. All operating parameters are monitored and controlled.

The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with the and Rule 8(3) of Companies (Accounts) Rules, 2014 the Company has no activity involving conservation of energy or technology absorption, foreign exchange earnings and outgo.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34 of the SEBI Listing Regulation is not applicable to your Company for the financial year ended March 31, 2019.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Companys Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

Place: Kolkata For and on behalf of the Board For and on behalf of the Board
Date: 28.05.2019 S/d S/d
Manu Shekhar Agrawal Nabin Kumar Jain
Director Director
DIN: 08332799 DIN: 07131373