Dear Shareholders,
Your Directors present their 110th Annual Report on the working of the
Company with audited Statement of Accounts for the year ended March 31, 2023 and the
report of the auditors thereon.
1. FINANCIAL RESULTS:
Particular |
2022-2023 |
2021-2022 |
|
( in Lakhs) |
( in Lakhs) |
| Income from Operation |
2,444.00 |
0.00 |
| Other Income |
131.84 |
53.64 |
| Total Income |
2,575.84 |
53.64 |
| Net Profit/Loss Before |
289.42 |
(158.48) |
| Depreciation and Tax |
|
|
| Depreciation |
12.11 |
11.60 |
| Net Profit/Loss Before |
277.31 |
(170.08) |
| Tax |
|
|
| Provision for Income Tax |
0.00 |
0.00 |
| Deferred Tax |
0.24 |
(0.66) |
| Net Profit/Loss after Tax |
208.55 |
(170.74) |
2. OPERATIONAL REVIEW:
Profit/Loss before depreciation and taxation was Rs. 289.42
Lakhs against Rs. (158.48)/- Lakhs in the previous year. After providing for
depreciation and taxation of Rs. 12.11/- Lakhs and Rs. 11.60/- Lakhs respectively, the net
profit/loss of the
Company for the year under review was placed at Rs. 208.55/- Lakhs against Rs.
(170.74)/- Lakhs in the previous year.
3. SHARE CAPITAL:
The paid up Equity Share Capital of the company is Rs. 98.56 Lakhs. During the year
under review, the Company has neither issued any shares with differential voting rights
nor granted any
Stock Option nor any Sweat Equity Shares.
4. DIVIDEND:
Your Directors have pleasure in recommending for approval of the members at the
Annual General Meeting a dividend of 50% (at par with previous year). The Dividend of 50%,
if approved at the forth coming Annual General Meeting, will result in the out flow of Rs.
49.28/- Lakhs to the company.
5. FINANCE:
Cash and cash equivalent as at March 31, 2023 was Rs. 133.11/- Lakhs The Company
continues to focus on adjusting management of its working capital. Receivable, purchases
and other working capital parameters were kept under strict check through continuous
monitoring.
6. DEPOSITS:
Your company has not accepted any deposits within the meaning of Section-73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the year under
review, the Company has neither granted any Loan nor has given any guarantee.
8. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company transferred the unpaid/ unclaimed
dividend amount to the Investor Education and Protection Fund in compliance with the
provisions of Sections 124 and 125 of the Companies Act, 2013. In compliance with these
provisions read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, your Company also transferred 2625 shares to the
Demat Account of the IEPF Authority, in respect of which dividend had remained
unpaid/unclaimed for a consecutive period of 7 years.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Company has complied with the
requirements of having Key Managerial Personnel as per the provisions of Section 203 of
the Companies Act, 2013.
During the year under review Mr. Akshay Sushil Goenka had resigned from the position of
Company Secretary w.e.f October 15, 2022 and Hussain Shabbir Sidhpurwala was appointed as
the Company Secretary and Compliance officerof the Company with effect from February
14,2023.
All the Independent Directors of your company have given their declarations, that they
meet the criteria of Independence as laid down under Section 149(6) of the Act and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Ms. Gargi
Mahendra Mashruwala (DIN:000232543) reappointed as an Independent Director of the Company,
for a second term of five consecutive years with effect from
September 27, 2022."
Mr.Anil Wani (DIN:06504762) appointed as additional cum Independent Director of the
Company dated 15th May, 2023. Cessation of Independent Director Mr. Suresh
Vaidya (DIN: 00220956), due to death w.e.f. April 12, 2023.
Mr. Aditya Mangaldas (DIN: 00032233), Director of the Company is liable to retire by
rotation and, being eligible, offers herself for re-appointment. Board recommends her
reappointment to the shareholders at the ensuing Annual General Meeting..
11. BOARD EVALUATION:
During the year, pursuant to applicable provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had
adopted a formal mechanism for evaluating its own performance and as well as that of its
Committees and individual Directors, including the Chairperson of the Board.
12. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for the selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration. This policy along with the criteria for
determining the qualification, positive attributes, and independence of a director is
available on the website of the Company viz. www. victoriamills.in
13. MEETINGS OF THE BOARD AND ITS COMMITTEES: During the year under review, Four
(4) Board Meetings, Four (4) Audit Committee meetings, Four (4) Stakeholders Relationship
Committee meetings and Two (2) Nomination Remuneration Committee meeting were held and the
gap between two consecutive Board Meetings and Committee Meetings was within the limits
prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
14. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to
state that:-I. In the preparation of the annual accounts, the applicable accounting
standards have been followed.
II. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 the year under review.
III. The directors have taken proper and 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.
IV. The directors have prepared the annual accounts on a going concern basis.
V. 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
VI. The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
15. STATUTORY AUDITORS AND AUDIT REPORTS:
M/s. Vasani & Thakkar, Chartered Accountants, Mumbai (Firms
Registration No. 111296W) was appointed as the Statutory Auditors of the Company at its
109th Annual General Meeting from the conclusion of the said meeting until the
conclusion of the 114th Annual General Meeting.
The reports of the Statutory Auditors, Vasani & Thakkar, Chartered Accountants on
the standalone and consolidated financial statements of the Company for the year 2023 form
part of this Annual Report. The statutory auditors have submitted a unmodified opinion on
the audit of financial statements for the year 2023 and there is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report.
16. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT: Pursuant to provisions of
section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company has appointed M/s. Nilesh Shah and
Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as
"Annexure-A".
17. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report together with the Certificate received from the
Practising Company Secretary of the Company regarding compliance with the requirements of
Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, form an integral part of this Annual
Report and is annexed herewith as "Annexure-B".
18. MANAGEMENT DISCUSSION ANALYSIS:
The detailed Management Discussion Analysis Report is annexed herewith as "Annexure-C".
19. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the
Companys website namely viz. http://www.victoriamills.in/ .
20. PARTICULARS OF EMPLOYEES: care for
Disclosures with respect to remuneration required pursuant to Section 197 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company is Annexed here as "Annexure-D"
and will also be provided upon request in terms of Section 136 of the Act. The reports and
accounts are being sent to the members and other entities thereto. If any member is
interested in inspecting the same, such member may write to the Company Secretary in
advance. effectively.
Further, the Company does not have any employee whose remuneration exceeds the limits
prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
21. RELATED PARTY TRANSACTIONS:
The Related Party Transactions that were entered into during the financial year were on
an arms length basis and in the ordinary course of business. There are no materially
significant
Related Party Transactions entered into by your Company with the Promoters, Directors,
Key Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large.
The Company has framed a policy on Related Party
Transactions for the purpose of identification and monitoring of such transactions. The
details of Related Party Transactions entered by the Company are given in "Annexure-E"
attached to this Report.
22. SUBSIDIARY COMPANY:
The Company has one wholly owned subsidiary Company i.e. Victoria Land Private Limited.
Disclosure pursuant to sub section (3) of section 129 read with Rules 5 of Companies
(Accounts) Rules, 2014 is annexed to the Financial Statement.
23. FOREIGN EXCHANGE EARNING AND OUT-GO:
During the year under review, foreign exchange earnings and outgoings flow were as
under-
Sr. |
FOREIGN EXCHANGE |
Current Year |
Previous Year |
No. |
EARNING AND OUT |
2022-2023 |
2021-2022 |
|
GO |
( in Lakhs) |
( in Lakhs) |
| 1 |
Earning in Foreign |
Nil |
Nil |
|
Exchange |
|
|
| 2 |
Outgoing in Foreign |
4.92 |
Nil |
|
Exchange(Travelling) |
|
|
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a "Policy on Whistle Blower and Vigil Mechanism" to deal
with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion, the Company is
committed to the high standards of Corporate Governance and stakeholder responsibility.
25. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: The information pertaining to
conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in "Annexure-F" to this
report.
As there was no manufacturing activity during the year, the information on conservation
of energy and technology absorption is not applicable to your company.
26. PREVENTION OF INSIDER TRADING:
Your Company has adopted the "Code of Conduct on Prohibition of Insider
Trading" and "Code of Conduct for Directors and Senior Management
Personnel" for regulating the dissemination of Unpublished Price Sensitive
Information and trading in securities by Insiders.
27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE: The Company has in place
the "Policy on Prevention of Sexual Harassment at the Workplace" in line with
the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee (ICC)
to redress the complaints received regarding sexual harassment. During the year under
review, no complaints were received by the Committee for Redressal.
28. SIGNIFICANT AND MATERIAL ORDERS:
There were no significant and material orders passed by any
Regulators or Courts or Tribunals during the year ended March
31, 2023 impacting the going concern status and companys operations in future.
29. ACKNOWLDGEMENT:
Your Company and its Directors wish to extend their sincere thanks to the Members
of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous co-operation and assistance.
|
On behalf of the Board of Directors |
|
Aditya Mangaldas |
Place: Mumbai |
Chairman and Managing Director |
Date: May 26, 2023 |
(DIN: 00032233) |
+91-9892691696
