varun mercantile ltd share price Directors report

Dear Members,

Your Directors are pleased to present the 38^th Annual Report and the Companys audited financial statements for the financial year ended March 31, 2023.

Financial Results:

The Companys financial performance, for the year ended March 31, 2023 is summarized below:

Particulars	Current Year (2022-23)	Previous Year (2021-22)
Income	26.00	24.77
Less: Expenses	12.35	15.98
Profit / (Loss) before Tax	13.65	8.79
Less: Tax Adjustments	6.57	6.21
Profit / (Loss) After Tax	7.08	2.58

Working and State of Companyfs Affairs:

During the year under review, your Company earned a net profit of Rs. 7.08 lakhs after incurring necessary expenditure and providing for tax. Your Directors continue their efforts to improve the working of the Company.

There has been no change in the nature of business of the company.

Dividend:

Your Directors have not recommended any dividend on Equity Shares for the year under review.

Reserves:

In order to conserve the resources, there is no transfer of profits to reserves during the year.

Net worth:

The net worth of the Company as on March 31, 2023 was Rs. 516.18 Lakhs (Rs. 509.10 Lakhs as on March 31, 2022).

Material changes and commitments affecting the financial position of the company which have occurred between the end of the year and the date of the Report:

There are no material changes and commitments that have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

Managementfs Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, as stipulated under the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is as under.

Industry Structure, Developments, Opportunities and Outlook:

With the Government undertaking structural reforms and measures to improve productivity, increased thrust on development of physical infrastructure coupled with lower interest rates and its

"Make in India" initiative by creating a conducive business environment, it is expected that this will spur activity in the trading sector.

The Company will continue to keep its focus in the trading of general commodities.

Segment-wise or product-wise performance:

The Company is involved only in trading of general commodities and does not have segments.

Challenges, Risks and Concerns:

Some of the challenges that hinder progress of the general commodities sector are easy access to finance, availability of materials and delays in logistics leading to cost and time overruns. However, the Government has undertaken some key reforms that include stronger co-operation between the private and public sectors, enforcing of a unified legal framework, creation of better dispute resolution mechanisms and removing bottlenecks. As a part of the overall risk management strategy, the Company consistently insures its assets wherever necessary and generally follows a conservative financial profile by following prudent business practices.

Internal Controls:

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

? providing assurance regarding the effectiveness and efficiency of operations; ? efficient use and safeguarding of resources; ? compliance with policies, procedures and applicable laws and regulations; and ? transactions being accurately recorded and promptly reported.

The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that systems and processes are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

Internal Financial Controls:

Internal Financial Controls are an integrated part of the risk management framework and process that address financial and financial reporting risks. The Company has in place adequate internal financial controls with reference to financial statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

Risk Management:

The Company has in place a Risk Management Policy which provides for a robust risk management framework to identify and assess risks such as safety, health and environment, operational, strategic, financial, security, property, regulatory, reputational, operational and other risks and put in place an adequate risk management infrastructure capable of addressing these risks.

There is an adequate risk management infrastructure in place capable of addressing these risks.

Financial Performance and Operational Performance:

Employee benefit expenses and tax expenses of the Company have decreased in comparison to the previous year. Due to decrease in other Income of the Company, the profit after tax of the Company has decreased in comparison to previous year.

During the year, the Board of Directors explored various avenues to increase its general trading activities and its operations.

Human Resource Development:

The Company does not have any employees on the pay roll of the Company.

Disclosure of Accounting Treatment:

In the preparation of financial statements, no treatment different from that prescribed in an Accounting Standard has been followed.

Significant changes in key financial ratios, along with detailed explanations:

The changes in the key financial ratios are as indicated below:

Particulars	Current Year (2022-23)	Previous Year (2021-22)	% Change
Debtors Turnover (Days)	-	-	-
Inventory Turnover (Days)	-	-	-
Interest Coverage Ratio	-	-	-
Current Ratio	617.17	325.97	89%
Debt Equity Ratio (Gross)	-	-	-
Debt Equity Ratio (Net)	-	-	-
Operating Profit Margin (%)	-	-	-
Net Profit Margin (%)	-	-	-
Return on Net Worth (%)	1.37	0.51	170%

Subsidiary, Associate and Joint Ventures:

The Company has no Subsidiary, Associate and Joint Venture companies.

Report on the highlights of performance of Subsidiary, Associates and Joint Venture Companies and their contribution to overall performance of the Company:

The Company has no Subsidiary, Associate and Joint Venture Companies and therefore report on the highlights of performance of such companies and their contribution to overall performance of the Company is not given.

Policy for determination of material subsidiaries:

The Company has formulated a policy for determining material subsidiaries.

Secretarial Standards:

The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2, relating to

‘Meetings of the Board of Directors and ‘General Meetings respectively.

Directors Responsibility Statement:

Your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 ("the Act"), have been followed and there are no material departures from the same;

(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 as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and arrangements with Related Parties:

Your Directors draw attention of the members to Note No. 19 to the financial statement which sets out related party disclosures pursuant to Ind AS 24. The transactions disclosed therein are in the ordinary course of business and are at an arms length basis. Hence, they are not required to be reported in Form No. AOC-2 in terms of section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There are no related party transactions with any person or entity belonging to promoter/ promoter group during the year under review.

Corporate Governance:

As per Regulation 15 of the Listing Regulations, the listed companies having paid up equity share capital and net worth on the last day of the previous financial year not exceeding rupees ten crores and rupees twenty five crores respectively, are exempted to comply with provisions relating to Corporate Governance.

Since, the paid up equity share capital and net worth of the Company as on the last day of the financial year i.e. March 31, 2023 does not exceed rupees ten crores and rupees twenty five crores respectively, the Company is exempted from compliance of provisions relating to Corporate Governance.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Ambalal T. Jain (DIN: 01073113), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his appointment.

During the year under review, Shri Yogesh S. Kadam was appointed as Company Secretary of the Company with effect from April 01, 2022.

The Company has received declarations from all the Independent Directors of the Company confirming that:

i. they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

ii. they have registered their names in the Independent Directors Data bank. The Company has devised, inter alia, the following Policies: a. Policy for selection of Directors and determining Directors Independence; and b. Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The aforesaid policies are available on the Companys Website and can be accessed at http://www.vml.org.in.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the

Companys operations. There has been no change in the aforesaid policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the year under review.

Performance Evaluation:

The Company has a Policy for performance evaluation of the Board, Committees and individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee (NRC), the Board carried out annual performance evaluation of the Board and individual Directors. The NRC carried out performance evaluation of the Committees of the Board based on the evaluation reports submitted by each Committee and the report of such evaluation was presented to the Board. The Independent Directors carried out annual performance evaluation of the Board as a whole. A consolidated report was shared with the Board for review and giving feedback to each Director.

Auditors and Auditorsf Report:

Statutory Auditors

M/s. Priti V. Mehta & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on 28^th September 2018, for a term of five years. The term of office expires in the ensuing Annual General Meeting.

The Audit Committee and Board of Directors of the Company have recommended appointment of M/s. N J Karia & Associates, Chartered Accountants (Registration No. 106742W), as Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Sixth Annual General Meeting from the ensuing Annual General Meeting.

M/s. N J Karia & Associates, Chartered Accountants, have consented to and confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company and they have confirmed that their appointment, if made, would be within the limits specified under the Act and that they are not disqualified from appointment.

Auditors Report for the financial year ended 31^st March, 2023 does not contain any qualification, reservation or adverse remark or disclaimer.

Maintenance of Cost Records:

The provisions of Section 148 of the Act relating to maintenance of cost records as specified by the Central Government are not applicable to the Company.

Secretarial Auditor:

The Board has appointed Heena Agrawal, a Practising Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as Annexure eIf to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures:

Meetings of the Board:

Seven meetings of the Board of Directors were held during the year. The details of Board meetings held are given below:

Date	Board Strength	No. of Directors Present
19.04.2022	4	4
28.05.2022	4	4
09.08.2022	4	4
01.09.2022	4	4
10.11.2022	4	4
08.02.2023	4	4
08.03.2023	4	4

Attendance of Directors at Board meetings, last Annual General Meeting (AGM) and number of other Directorship(s) of each Director in various companies:

Name of the Director	Attendance at meetings during 2022-23		No. of Other Directorship(s) as on March 31, 2023
	Board Meetings	Last AGM
		(30/09/2022)
Lopamudra Dixit	7	Yes	2
Mehul R. Shah	7	Yes	2
Ambalal T. Jain	7	Yes	1
Sanjay T. More	7	Yes	1

Audit Committee:

As on the end of the financial year, the Audit Committee comprised of Shri Mehul R. Shah (Chairman), Ms. Lopamudra Dixit, as Independent Directors and Shri Sanjay T. More, Director. Four meetings of the Committee were held during the year on May 28, 2022, August 9, 2022, November 10, 2022 and February 8, 2023.

Attendance of each Member at the Audit Committee meetings held during the year:

Name of the Committee	No. of meetings
Member	attended
Lopamudra Dixit	4
Mehul R. Shah	4
Sanjay T. More	4

During the year all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

As on the end of the financial year, the Nomination and Remuneration Committee comprised of Ms. Lopamudra Dixit (Chairperson), Shri Mehul R. Shah as Independent Directors and Shri Sanjay T. More, Director.

Two meetings of the Nomination and Remuneration Committee were held on April 19, 2022 and May 28, 2022.

Attendance of each Member at the Nomination and Remuneration Committee meetings held during the year:

Name of the Committee	No. of meetings
Member	attended
Lopamudra Dixit	2
Mehul R. Shah	2
Sanjay T. More	2

During the year all the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Corporate Social Responsibility:

The provisions of Section 135 of the Act are not applicable to the Company and hence no committee is constituted and the Company has not spent any amount on Corporate Social Responsibility.

Vigil Mechanism:

The Company has established a robust Vigil Mechanism and a Whistle-blower Policy in accordance with provisions of the Act and the Listing Regulations, for Directors and employees to report genuine concerns or grievances including unethical behaviour, fraud or violation of the Companys Code of Conduct. The authority for the implementation of the Policy rests with the Board of Directors. The Vigil Mechanism and Whistle-blower policy is available on the Companys website and can be accessed at www.vml.org.in.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loans or guarantees or made any investments or provided any securities in terms of Section 186 of the Act, during the year under review.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo: A. Conservation of Energy: i) Energy conservation measures taken: Not Applicable. ii) Steps taken by the Company for utilising alternate sources of energy: Not Applicable. iii) Capital investment on energy conservation equipments: Not Applicable.

B. Technology Absorption:

i) Major efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii) Information regarding imported technology (Imported during the last three years): Not Applicable

iv) Expenditure incurred on research and development: Nil

C. Foreign Exchange Earnings and Outgo: i) Foreign exchange earned in terms of actual inflows- Nil ii) Foreign exchange outgo in terms of actual outflows- Nil

Annual Return:

As required under Section 134(3)(a) of the Act, the Annual Return of the Company as on 31st

March, 2023 is available on the Companys website and can be accessed at www.vml.org.in.

Particulars of Employees and related disclosures:

The Company has not paid any remuneration attracting the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof. Hence, no information is required to be appended to this report in this regard.

Further the disclosure in the Board Report under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as per Annexure eIIf and forms part of this Report.

Prevention of sexual harassment at workplace:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has constituted Internal Complaints Committee to address and resolve any complaints pertaining to sexual harassment in accordance with POSH Act. There were no cases/ complaints filed during the year, under the POSH Act.

General:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOS) to the employees of the Company under any scheme.

4. The Company has no holding company or subsidiary company, hence the provisions of Section 197(14) of the Act relating to receipt of remuneration or commission by the Whole time Director from holding company or subsidiary company of the Company are not applicable to the Company.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and the Companys operations in future.

6. No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

7. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

8. Appointment of a Cost Auditor.

9. There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the Government and regulatory authorities, stock exchange, banks, other business constituents and members during the year under review.