Victory Paper & Boards (India) Ltd Directors Report.

TO THE SHAREHOLDERS

Dear Shareholder,

Your Directors have pleasure in presenting to you the 26lllAnnual Repo it together with the final accounts for the year ended 31st March, 2020:

PERFORMANCE ANn STATE OF AFFAIRS OF THE COMPANY

The company during the year reported total income of Rs, 1983.41 lakhs as against Rs, 1063,22 lakhs in the previous year. The net profit/ (Joss] after tax amounted to Rs. (4Q6.B3] lakhs as against Rs. 204.13 lakhs in the previous year.

DIVIDEND

Considering the carried forward loss and ihe need to conserve resources, the Directors consider it prudent not to recommend payment of any dividend to the members for the year ended 31st March, 2020, There were no amounts to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124 [5) of the Companies Act, 2013 (the Act].

ANNUAL EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors on the basis of inputs from all the directors on criteria such as Board composition and structure, meeting procedures and functioning, etc.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors state that:

I. In preparing the Annual Accounts for the year ended 31.(13.2020, the Indian accounting standards have been followed and there are no material departures from the same,

II. The Directors had 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 loss of the Company for the year ended on 31sl March 2020.

III. The directors has 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.

IV. That the Directors had prepared the accounts on a going concern basis, as the Management is confident in future prospect

V. The directors had laid down internal financial controls to be followed by the company and that such controls arc adequate and operating effectively and

VL 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.

SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2020, was 13.SO Crores consisting of 1,35,00,000 equity shares of Ks. 10/- each fully paid-up. During the period under review there was no change in the share capital of the Company.

LISTING

The share of the company is listed at the Bombay Stock Exchange. The listing fee is paid upto the year 2020-21,

CHANCE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business DEPOSIT FROM THE PUBLIC

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed thereunder and no amount remain unpaid or unclaimed as at the end of the period under review.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance and management discussion and analysis forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013, A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of this Report as Anncxurc F.

EXTRACT OF ANNUAL RETURN

As required under the provisions of Section 92f3J of the Companies Act, 2013 read with Rule 12 of the Companies [Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this Report as annexed [Annexure A)

SECRETARIAL STANDARD

The directors state that the applicable .Secretarial Standards as prescribed hy the Institute of Company Secretaries of India i.e. S3-1 anti S5-2, relating to Meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

AUDITORS AND AUDIT REPORT

Mr. Anil K Nayar, Chartered Accountant [M. No. 202070], were appointed as the Statutoiy Auditor of the Company to hold office for five years from the conclusion of Twenty Fifth AGM held with respect to the financial year 201B-19, up to ihe conclusion of the Thirtieth AGM to be held with respect to the financial year 2022-23. There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors Report.

During the period under review, there were no frauds reported by the auditors under provisions of the Companies Act, 2013

The Company was not required to maintain cost records as prescribed under sub-section [1J of Section 140 of the Companies Act, 2013,

SECRETARIAL AUDIT REPORT

M/s. CaesarPintoJohn & Associates LLP, Company Secretaries were appointed as secretarial auditors of the company and their report in terms of section 204 of the Companies Act, Z013 is annexed (Annexure C). There is no qualification, disclaimer, reservation or adverse remark made hy the Secretarial Auditors in their Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2020, the Board of Directors of the Company comprises of four Directors, of which one Executive and three are Non-Executive Directors, which includes, two Independent Directors, The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the lasting Regulations and Section 149 of the Act

There was no change in the board of directors during the year. Mr. Dony Domonic retires by rotation and being eligible socks reappointment. The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6] of the Act and that there has been no change in the circumstances which may affect their status of independence.

The Board has appointed Mr. Arun Chandran as Chief Financial officer (CFO) and Key Managerial Personnel (KMPJ of the Company w,e,f. November 13,2019 in place of Mr, Mr. Prasad K P. There is no change in the Board of Directors & Key Managerial Personnel of your company during the financial year 2019-20 except as mentioned above.

None of ihe Directors of your Company are disqualified for being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014,

The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or i mpact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Act and the Rules made thereunder and are independent of the Management

AUDIT COMMITTEE

Ihe composition and details of meetings of the audit committee are given below.

SI. No Name Designation
1. Mrs. Annamma George Chairperson
2. Mr. Dony Dominic Member
3. Mr. Thadiyan Poulose Mathai Member

 

Dates of Meeting 30.05.2019, 14.08.2019,13.11.2019 and 22.01.2020

There were no instances in which the Board had not accepted any recommendation of the Audit Committee.

MEETING OF THE BOARD

4 meetings of the board were held during the year on 30.05.ZO 19, 14.08.2019, 13.11.2019 and 22.01.2020. The details of the meeting and attendance of directors are provided in the Corporate Governance Report annexed herewith,

CORPORATE SOCIAL RESPONSIBILITY

The provisions as mentioned in Section 135 of the Companies Act, 2013 are not applicable to your company.

BOARD EVALUATION & FAMILIARISATION PROGRAMME

Having a formalized Board evaluation give Board Members an opportunity of assessing their own performance and brings out the importance of the contributions of individual directors. It is a mechanism by which Board members candidly reflect on how well the Board is meeting its responsibilities. The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Reg 17 (10] of the SERI (Listing Obligations and Disclosure Requirements) Regulations, 2015. With the objective of evaluating the performance of Directors, Nomination and Remuneration Committee has formulated a structured questionnaire after taking into consideration the various aspects viz., composition of the Board and its committees, Boards function, its culture, quality and timely flow of information, frequency of meetings, execution and performance of specific duties, obligations and governance. Board has carried out an annual performance evaluation of its own performance, the performance of various committees of the Board, Individual Directors based on adopted questionnaire. Further, the Independent Directors of the Company met on January 22, 2020 to review the performance of the Nonexecutive directors and the access the quality, quantity and timeliness of flow of information between the Company management and the Hoard to effectively perform their duties. The details of familiarization program conducted for Independent Directors of your Company are available on your Companys website www.vpbil.com.

POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT PERSONNEL:

Policy in accordance with the provisions of Section 178 of Companies Act, 2013 and SERI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration Policy. The Nomination and Remuneration Policy prescribes for the criteria for determining the qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, senior management employees including functional heads and other employees. The Nomination and Remuneration Policy of the Company is available on the website of the Company in the following weblink: www.vpbll.com.

The salient features of the Nomination and Remuneration policy arc as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and theSEBI (ListingObligations and Disclosure Requirements] Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management inciuding functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the same person is to be appointed as an Independent Director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled-

e. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company,

f. The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force.

g. Deviations on dements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made If there are specific reasons to do so in an individual case.

h. In case of any amendment(s), clarification^), circularfs] etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendmcnt(s), clarification^), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

VIGIL MECHANISM

The Company has a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud or violation of Companys code of conduct by the Directors and employees. The vigil mechanism is disclosed in the website of the company viz,, www.vpbil.com

RELATED PARTY TRANSACTIONS

All transactions or arrangement entered into with the related parties for the year under review were on arms length basis and in the ordinary course of business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure D. However certain related party transactions were considered as material in accordance with the Company policy on materiality of related party transactions and SRBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 for which approved by shareholders at Annual General Meeting. The company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All Related Party Transactions were placed before the Audit Committee as also to the Board for approval. The policy on Related Party Transactions as approved hy the Board of Directors has been uploaded on the website of the Company viz,, www.vphil.com.

The Members may refer to Note 32.5 to the Standalone Financial Statements which sets out the related party disclosures as per the Indian Accounting Standards,

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures, The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy .and effectiveness of the internal control systems and suggests improvements to strengthen the same.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12]

No remuneration was paid to any of the directors and there was no employee in receipt of remuneration in excess of the limits in terms of Rule 5(2], The statement showing details of top ten employees interms of remuneration drawn is given in Anncxure C

PARTICULARS OF LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

No loan was given, investments made, or guarantee provided during the year attracting the

provisions of S, 186 of the Companies Act 2013,

STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND R&D

Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are given in Annexure B forming part of this report.

RISK MANAGEMENT POLICY

The Board of directors review/assess the risk profile of the company on a continual basis with respect to its current business environment. However, being a sick unit without any operations for several years, the company faces various risks - operational, financial, market share etc. A proper assessment in this regard would be possible only on restarting the manufacturing activity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

No material changes and commitments affecting the fi nan dal position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of report.

The Company is taking all the recommended precautions and safeguard measures as per the dircctivcs/guidelines/circulars issued by the Centrai Government and the respective State Government^) from time to time as far as prevention and spreading of COVID-19 pandemic is concerned.

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemic on the business, turnover, profitability and liquidity position particularly at subsidiary ievel and will be taking all the necessary steps in future in line with the various directives issued by the Regulatory authorities, from time to time.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OT WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment,

The following is the summary of sexual harassment complaints received and disposed off during the period under review :

No. of complaints at the beginning of the year : Nil.
No, of complaints received during the year Nil.
No of complaints disposed off during the year ; Nil
No. of complaints at the end of the year : Nil

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no companies which have ceased to he its Subsidiaries, joint ventures or associate companies during the year under review,

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future,

ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued Equity Shares with differential voting rights and hence the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

ACKNOWLEDGMENTS

The Board of Directors places on record its sincere thanks to the Government of India, various State Governments and regulatory authorities in India,

The Directors record their sincere gratitude to the Companys Bankers, shareholders, esteemed customers and ail other well -wishers for their continued patronage.

Your Directors also wish to place on record the sincere appreciation of services rendered by the employees at all the levels towards your companys success during the year under review and shareholders for their active support and co-operation.

By order of the Board
For VICTORY PAPER AND BOARDS (INDIA) LIMITED
S^- Sd/-
IC LV Narayanan Dony Dominic
Place :Kizhakkambalam Managing Director Director
Date; 25.08,2020 DIN:01273573 DIN: 035BS411