To
The Members
Vasundhara Rasayans Limited
Your Directors have pleasure in presenting the 36th Annual Report of your Company and
the Audited financial statements for the financial year ended 31st March 2023 together
with Auditors Report thereon.
FINANCIAL RESULTS
The performance ofthe Company during the year has been as under: (Amount in Rs.)
| PARTICULARS |
CURRENT YEAR ENDED 31.03.2023 |
PREVIOUS YEAR ENDED 31.03.2022 |
| Net Sales |
3794.11 |
2675.04 |
| Other Income |
229.78 |
104.46 |
| Total Income |
4023.88 |
2779.49 |
| Profit for the year before exceptional items |
747.57 |
304.64 |
| Profit before Taxation |
747.57 |
304.64 |
| Provision for Taxation : |
|
|
| Current Tax |
188.71 |
87.88 |
| Deferred Tax |
(0.26) |
0.49 |
| Profit after Tax |
559.10 |
217.26 |
OPERATION AND PERFORMANCE
During the year under review, the Income from Operations is Rs. 3794.11 lakhs as
against Rs. 2675.04 lakhs for the corresponding previous year. The Profit Before Tax is
Rs. 747.57 lakhs as against Rs. 304.64 lakhs for the previous year. The Profit After Tax
is Rs. 5659.10 lakhs as against Rs. 217.26 lakhs for the corresponding period. The Basic
Earnings Per Share for the year-ended 31.03.2023 is Rs. 17.59 as against Rs. 6.84 for the
corresponding previous year ended 31.03.2022.
SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURE:
The Company does not have any Subsidiary or Associate Company or Joint Venture.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors and ‘General Meetings,
respectively, have been duly followed by the Company.
SHARE CAPITAL:
The paid-up Share Capital of the Company as on 31 st March, 2023 is Rs.3,17,82,000/-
divided into 31,78,200 equity shares of Rs.10/- each. During the year, there was no change
in the Paid-up Capital of the Company.
TRANSFER TO RESERVES:
The Board of Directors of the Company have not recommended for transfer of any amount
to the General Reserve for the financial year ended 31 st March, 2023.
DIVIDEND:
The Board of Directors of your Company have recommended 20% dividend for the financial
year 2022-23.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under schedule V of the SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 forms an integral part
of this Report and gives details of the overall industry structure, developments,
performance and state of affairs of the Companys business, inter- nal controls and their
adequacy, risk management systems and other material de- velopments during the financial
year.
Management Discussion and Analysis Report is presented in a separate section and forms
part of the Annual Report as Annexure-I11.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year 2022-23, the Company is not covered under the criteria of Section
135(5) of Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with re-
spect to the Directors Responsibility Statement, the Board of Directors of the Company
hereby confirms: (a) That the preparation of the annual accounts for the financial year
ended 31 st March, 2023, the applicable accounting standards have been followed along with
proper ex- planation relating to material departures; (b) That the directors have selected
such accounting policies and applied them consis- tently 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 ofthe financial year 2022-23 and of the profit and loss of the
company for that period; (c) That the directors have taken proper and sufficient care
forthe maintenance of ad- equate accounting records in accordance with the provisions of
this Act for safeguard- ing the assets of the company and for preventing and detecting
fraud and other irregu- larities;
(d) That the directors have prepared the annual accounts for the financial year ending
on 31 st March, 2023, on a going concern basis; and
(e) That 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; and
(H That the Directors have devised proper systems to ensure compliance with the pro-
visions of all applicable laws and that such systems are adequate and operating effec-
tively. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS: The Independent Directors
have submitted the declaration of independence, as re- quired pursuant to sub-section (7)
of section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regula- tions, 2015 stating that they meet the
criteria of independence as provided in sub- section (6) of Section 149 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Com-
mittee, framed a policy which lays down a framework in relation to selection, appoint-
ment and remuneration to Directors, Key Managerial Personnel, Senior Management and other
employees of the Company. The details of Nomination and Remuneration Committee and Policy
are stated in the Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES AND INVESTMENTS:
The details of Loans, Guarantees, Securities and Investments made during the finan-
cial year ended 31 st March, 2023, are given in the notes to the Financial Statements in
compliance with the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014. RELATED PARTY TRANSACTIONS:
Alltransactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Mana- gerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee, as also before the Board for approval, where ever required. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are of a
foreseeable and repetitive nature. A statement giving details of all related party trans-
actions entered into pursuant to the omnibus approval so granted are placed before the
Audit Committee and the Board of Directors on a quarterly basis. The Company has developed
a Policy on Related Party Transactions for the purpose of identification and monitoring of
such transactions. The policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website. The particulars of contracts or arrangements with
related parties referred to in sub- section (1) of section 188 is prepared in Form AOC-2
pursuant to clause (h) of sub- section (3) of section 134 ofthe Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 and the same is annexed herewith as
“Annexure-I1I”" to this Report.
AUDIT COMMITTEE:
The Audit Committee consists of Shri Pradeep Kumar Jain (Independent Director) as
Chairman, Shri Rajesh Kumar Jain (Independent Director), Shri Pravichandra Majumdar
Popatlal (Independent Director), Sunil Kumar Jain (Whole- Time Director) as mem- bers.
However, Mr. Rajesh Kumar Jaun (Independent Director) has resigned from the Board of the
Company w.e.f 24.05.2023. The Committee inter alia reviews the Internal Control System,
Reports of Internal Auditors and Compliance of various regulations. The Committee also
reviews the financial statements before they are placed before the Board.
The recommendations made by the Audit Committee to the Board, from time to time during
the year under review, have been accepted by the Board. Other details with respect to the
Audit Committee such as its terms of reference, the meetings of the Audit Committee and
attendance thereat of the members of the Committee, are separately provided in this Annual
Report, as a part of the Report on Corporate Governance. ANNUAL RETURN: The Annual Return
in Form MGT-7 is available on the Companys website, the web link forthe same is
http://vrlindia.in/investorsrelation.html. PARTICULARS IN RESPECT OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo
required to be disclosed under Section 134(3)(m) of the Compa- nies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 are pro- vided in ‘Annexure-I forming
part of this Report. RISK MANAGEMENT POLICY: In terms of the requirement Section 134(3)(n)
of the Companies Act, 2013 and Regula- tion 21 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
developed and implemented the Risk Management Policy. The Audit Committee has additional
oversight in the area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. The devel- opment and implementation of risk management policy has been
covered in the man- agement discussion and analysis report, which forms part of this
report. At present the Company has not identified any element of risk which may threaten
the existence of the company. EVALUATION OF THE BOARD, COMMITTEES, INDEPENDENT DIRECTORS,
INDIVIDUAL DIRECTORS AND CHAIRPERSON OF THE COMPANY : During the year under review, the
Independent Directors of the company in terms of Schedule 4 and Regulation 25(3)(4) of
SEBI (LODR) Regulations, 2015, evaluated the performance of the Board as a whole, each
Non-Independent Director and the Chair- person of the Company. Further, in terms of
Section 178(2) of the Companies Act, 2013, as amended, the Nomination and Remuneration
Committee evaluated the per- formance ofthe Board as a whole and the Individual Directors.
The Board also as per the provisions of Regulation 17(10) of SEBI (LODR) Regulations,
2015, evaluated the performance ofthe Independent Directors and the Committees of the
Board in terms of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the
Companies (Accounts) Rules, 2014. The Board of Directors has expressed their satisfaction
with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There was no appointment or resignation of any director or Key Managerial Personnel
during the period under review. However we would like to inform the members about the
unfortunate passing of Shri Prakash Chand Jain, a valued member of the Board of Directors
ofthe Company, who passed away on 31.12.2022. Shei Prakash Chand Jain made significant
contributions to our organisation during his time with us. Further Mr. Rajesh Kumar Jain
Independent director ofthe company has resigned from the Board of Directors ofthe Company
w.e.f 24.05.2023, MEETINGS OF THE BOARD: During the financial year under review, 7 (Seven)
Board Meetings were convened and held. The details of the meetings are given in the
Corporate Governance Report. The intervening gap between the meetings was within the
period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. DEPOSITS: The Company
has not accepted any deposits in terms of Section 73 or 76 of the Com- panies Act, 2013
and as such, no amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet. LISTING OF EQUITY SHARES: The Companys
equity shares are listed on the following Stock Exchanges:
(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai 400 001, Maharashtra,
India; The Company has paid the Annual Listing Fees to the said Stock Exchanges for the
Financial Year 2022-23. STATUTORY AUDITORS: M/s. Mamta Jain & Associates,
Chartered Accountants were re-appointed as Statu- tory Auditors of your Company at the
Annual General Meeting held on 30 th September, 2022, for a term of five consecutive years
subject to ratification by Members at every Annual General Meeting. However, in accordance
with the Companies Amendment Act, 2017, enforced on 7 th May, 2018 by the Ministry of
Corporate Affairs, the appoint- ment of Statutory Auditors is not required to be ratified
at every Annual General Meet- ing. M/s. Mamta Jain & Associates, Chartered
Accountants (Firm Regn No: 328746E) have confirmed that they are not disqualified from
continuing as Auditors of the Company.
There are no qualifications, reservations or adverse remarks made by M/s. Mamta Jain
Associates, Chartered Accountants, and Statutory Auditors in their report for the finan-
cial year ended 31 st March, 2023.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review. INTERNAL AUDITORS: The Board of Directors based
on the recommendation of the Audit Committee has appointed M/s. S.B. Kabra & Co.,
Chartered Accountants as the Internal Auditors of your Company. The Internal Auditors are
submitting their reports on quarterly basis to the Audit Committee and Board of Directors.
COST AUDITORS: The Provisions of Section 148 of the Companies Act, 2013 read with The
Companies (Cost records and audit) rules, 2014 relating to Maintenance of Cost Records and
Cost Audit are not applicable to the Company. SECRETARIAL AUDITORS: The Board of Directors
of the Company appointed Mrs. Rakhi Agarwal, Company Sec- retary in Practice, Hyderabad,
to conduct Secretarial Audit for the financial year 2022- 23. The Secretarial Audit Report
issued by Mrs. Rakhi Agarwal, Company Secretary in Practice for the financial year
2022-23, is annexed herewith as Annexure-1V. The Sec- retarial Audit Report does not
contain any qualification, reservation or adverse remark. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Compa- nies Act, 2013,
details of which needs to be mentioned in this Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in conformity with the
Code of Corporate Governance as per the requirements of SEBI (Listing Obli- gations and
Disclosure Requirements), Regulations, 2015. A separate report on corporate governance
practices followed by the Company, to- gether with a Certificate from the Companys
Auditors confirming compliances forms an integral part of this Report.
VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide
a formal mechanism to the Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Eth- ics. It also
provides for adequate safeguards against the victimization of employees who avail of the
mechanism and provides direct access to the Chairperson of the Audit Committee in
exceptional cases. It is affirmed that no personnel of the Company has been denied access
to the Audit Committee. The policy of vigil mechanism is available on the Companys
website. The Whistle Blower Policy aims for conducting the affairs in a fair and
transparent manner by adopting highest standards of professionalism, hon- esty, integrity
and ethical behavior. PARTICULARS OF EMPLOYEES: A. Disclosures with respect to the
remuneration of Directors and employees as re- quired under Section 197(12) of Companies
Act, 2013 and Rule 5 (1) Companies (Ap- pointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as follows: (i) The ratio of the remuneration of each
directorto the median remuneration of the employees of the company for the financial year;
| Name of the Director |
Ratio to Median Remuneration |
| Shri Sanjay Kumar Jain WTD |
4.65 |
| Shri Prakash Chand Jain WTD |
2.61 |
| Shri Sunil Kumar Jain CFO/WTD |
4.56 |
| Shri Rajesh Pokarna MD |
10.47 |
| Shri Seema Jain, Women Director |
3.49 |
(ii) The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
| Name of Person |
% increase in remuneration |
| Shri Sanjay Kumar Jain WTD |
33.33% |
| Shri Prakash Chand Jain WTD |
- |
| Shri Sunil Kumar Jain CFO/WTD |
-- |
| Shri Rajesh Pokarna MD |
- |
| Shri Seema Jain, Women Director |
- |
| Shri Santosh Kumar Jha, Com. Sec. |
|
(iii) The percentage increase in the median remuneration of employees in the financial
yearis: - 20.45% (iv) The number of permanent employees on the rolls of company: 37 (v)
Average percentile increase already made in the salaries of employees otherthan the
managerial personnel in the last financial year and its comparison with the percen- tile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration; (vi) The
average increase in salaries of employees other than managerial personnel in 2022-23 was
-12.24%. Percentage increase in the managerial remuneration for the year was Nil. (vii)
Affirmation that the remuneration is as per the remuneration policy of the company: Yes.
B. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remunera- tion drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report. Having regard to the provisions of
the second proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members ofthe Company. The said
Annexure is open for inspection at the Registered office of your Company. Any member
interested in obtaining copy of the same may write to Company. INTERNAL CONTROL SYSTEMS
AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee
of the Board. The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accountiocedures and policies at all locations of the Company and its subsidiaries. Based
on the report of internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board. CHANGE
IN NATURE OF BUSINESS: There is no change in nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT: There are no
significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future operations. DETAILS OF
ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: During the year, no
corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy
Code, 20186, either by or against the Company, before Na- tional Company Law Tribunal. ONE
TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION: No disclosure or reporting is
required in respect of the details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions, as the Company had not made any one time settlement with any bank
or financial institution during the year. MATERIAL CHANGES AND COMMITMENTS: There are no
material changes and commitments, affecting the financial position of the Company which
occurred between the end of the financial year 31 st March, 2023 to which the financial
statements relates and the date of signing of this report. HUMAN RESOURCES: Many
initiatives have been taken to support business through organizational efficiency, process
change support and various employee engagement programs which has helped the Organization
achieve higher productivity levels. A significant effort has also been undertaken to
develop leadership as well as technical/ functional capabilities in order to meet future
talent requirement. POLICY ON SEXUAL HARRASSEMENT: The Company has adopted policy on
Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual
Harassment of Women at Workplace (Pre- vention, Prohibition and Redressal) Act, 2013. The
Company is in compliance with the provisions relating to the constitution of an Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the financial year 2022-23, the Company has
not received any Complaints per- taining to Sexual Harassment.
CAUTIONARY STATEMENT:
Statements in the Boards Report and the Management Discussion & Analysis describ-
ing the Companys objectives, expectations or forecasts may be forward-looking within the
meaning of applicable securities laws and regulations. Actual results may differ
materially from those expressed in the statement. Important factors that could influence
the Companys operations include global and domestic demand and supply conditions
affecting selling prices of finished goods, input availability and prices, changes in gov-
ernment regulations, tax laws, economic developments within the country and other factors
such as litigation and industrial relations. ACKNOWLEDGEMENTS: The Board desires to place
on record its sincere appreciation for the support and co- operation that the Company
received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar
and Transfer Agents and all others associated with the Company. The Company has always
looked upon them as partners in its progress and has happily shared with them rewards of
growth. It will be the Companys endeavorto build and nurture strong links with trade
based on mutuality, respect and co-operation with each other.
For and on behalf of the Board of Directors VASUNDARA RASAYANS LIMITED
| Place: Secunderabad |
SUNIL KUMAR JAIN |
RAJESH POKERNA |
| Date: 01.08.2023 |
WHOLE-TIME DIRECTOR |
MANAGING DIRECTOR |
|
DIN: 00117331 |
DIN: 00117365 |
+91-9892691696
