Victory Paper & Boards (India) Ltd Directors Report.

TO THE SHAREHOLDERS

Dear Shareholder,

Your Directors have pleasure in presenting to you the 25thAnnual Report together with the final accounts for the year ended 31 st March, 2019:

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The company during the year reported total income of Rs. 1068.22 lakhs as against Rs. 54.51 lakhs in the previous year. The net profit after tax amounted to Rs. 284.13 lakhs as against Rs. 4.63 lakhs in the previous year.

DIVIDEND

Considering the carried forward loss and the need to conserve resources, the Directors consider it prudent not to recommend payment of any dividend to the members for the year ended 31 st March, 2019.

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 31.03.2019, the applicable 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 profit or loss of the Company for the year ended on that date.

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 that the company will restart operations soon.

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

VI. 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, 2019, was 13.50 Crores consisting of 1,35,00,000 equity shares of Rs. 10/- each fully paid-up.

LISTING

The share of the company is listed at the Bombay Stock Exchange. The listing fee is paid upto the year 2019-20.

CHANGE 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.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS

The corporate governance requirements as per the listing agreement/the SEBI Listing regulations, 2015 are not mandatory for the company. However, the company has voluntarily complied with most of the requirements as a part of good governance. The details and disclosures are given in annexure *F.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2019 in the prescribed format MGT-9 is annexed (Annexure A).

SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

AUDITORS AND AUDIT REPORT

Mr. G V Sukumar (Membership No. 207748) Chartered accountant, who was appointed as statutory auditor of the company to hold office till 2019 retires at the conclusion of the ensuing AGM in terms of Section 139(2) of the Companies Act 2013and the Board proposes to appoint Mr. Anil K Nayar (Membership No.202070) as next auditor for a period of 5 years and recommend the resolution given in the notice. The report of the auditor for the year does not contain any qualification or adverse note.

SECRETARIAL AUDIT REPORT

M/s. K P Thomas & Co., Company Secretaries were appointed as secretarial auditors of the company and their report in terms of section 204 of the Companies Act, 2013 is annexed (Annexure E). The report for the year does not contain any qualification. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2019, 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 Listing 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 seeks 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. Prasad < P as Chief Financial officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. February 1, 2019. There is no change in the Board of Directors & Key Managerial Personnel of your company during the financial year 2018-19 except as mentioned above.

AUDIT COMMITTEE

The 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 03.05.2018, 11.08.2018, 28.08.2018, 15.10.2018, 23.01.2019 18.03.2019

MEETING OF THE BOARD

7 meetings of the board were held during the year on 27.04.2018, 30.05.2018,

11.08.2018, 28.08.2018, 15.10.2018, 23.01.2019 and 18.03.2019

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 SEBI (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 23, 2019 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 Board 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

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for which company is taking necessary statutory approval from shareholders at this 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 as also to the Board for approval.. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz., www.vpbil.com.

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 in terms of remuneration drawn is given in annexure 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

The statement is given in annexure B

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.

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE

Details of deposits, Issue of equity shares with differential rights and to employees, Remuneration received by the Mg director and whole time directors from subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company, CSR activities, Changes in subsidiaries, material changes affecting financial position between end of year and report date and changes in nature of business.

ACKNOWLEDGMENTS

Your directors wish to place on record their gratitude to companies, Customers for their continued patronage and concerned Banks for their guidance and cooperation.

By order of the Board For VICTORY PAPER AND BOARDS (INDIA) LTD

Sd/- Sd/-
K L V Narayanan Dony Dominic
Place :Kizhakkambalam Managing Director Director
Date: 14.08.2019 DIN:01273573 DIN: 03588411