Viksit Engineering Ltd Directors Report.

Dear Shareholders,

Your Directors are pleased to present the Thirty Seventh Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March, 2019.

SUMMARIZED FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company for the year ended 31st March, 2019 as compared to the previous year is as below:

(In Lacs)

PARTICULARS 2018-19 2017-18
Revenue from Operations 1,210,8.80 5,98,69.36
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) 121.38 54.09
Profit / (Loss) before Taxation (PBT) (126.05) 49.52
Provision for:
Income Tax - 15.31
Deferred Tax 44.22 4.6
Profit / (Loss) after Taxation (PAT) (81.83) 29.60

FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Your Companys turnover during the period under review is 12,108.80 Lacs as compared to 59,869.36 Lacs for the previous financial year. The Company incurred loss before tax of Rs. 126.05 Lacs as against profit of 49.52 Lacs for the previous financial year. The loss after tax is Rs. 81.83 Lacs as against the profit of 29.61 Lacs for the previous financial year.

Your Directors are confident to improve the performance in the current financial year.

DIVIDEND

In view of losses, the Board has decided not to recommend any dividend on Equity Shares for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as SEBI (LODR) Regulations, 2015 is attached separately to this Annual Report.

TRANSFER TO RESERVE, IF ANY

During the year, the Company does not propose to transfer any amount to the any Reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2018-19, Mrs. Deepika Babulal Soni, Independent Woman Director of the Company has resigned w.e.f. close of working hours on 14th January, 2019. As on the date of report, the following are the Directors of the Company:

1. Mr. Raghunandan Khandelwal Managing Director
2. Mr. Gyan Chand Sharma Independent Director
3. Mr. Shambhunath Prasad Independent Director

Further, Mr. Deepesh Nagar, Chief Financial Officer and Mr. Sumit Shivhare, Company Secretary have resigned w.e.f. close of working hours on 23rd November, 2018.

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

RETIRE BY ROTATION

In pursuance of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Raghunandan Khandelwal (DIN: 00401113), Executive Director, retires by rotation and being eligible, offers himself for reappointment.

BOARD EVALUTION

The provisions of the Companies Act, 2013 mandates formal evaluation of the Board of Directors, its Committees and individual Directors. Schedule IV of the Companies Act, 2013 also requires the performance evaluation of Chairman, Managing Director and Non-Executive Directors and Board as a whole to be carried out at a separate meeting by the Companys independent Directors.

The Nomination and Remuneration Committee of the Board of Directors the Company formulated the criteria for the evaluation of the performance of the Board of Directors and its Committees, independent Directors and the Managing Director of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as appropriate composition of the Board, manner in which Board Meetings are conducted, adequate information to the Board Members to consider the matter, overall effectiveness of the Board etc.

Based on that performance, valuation has been undertaken. The independent Directors of the Company have also convened a separate meeting for this purpose.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors namely, Mr. Gyan Chand Sharma, Mr. Shambhunath Prasad and Mr. Raghunandan Khandelwal. Further, Mr. Gyan Chand Sharma, Independent Director is Chairman of the Audit Committee. The committee has been re-constituted on 14th February, 2019 as Mrs. Deepika Babulal Soni gave her resignation from the Directorship w.e.f close of working hours on 14th January, 2019.

The composition of the Audit Committee meets the requirements as per the provisions of Section 177 of the Companies Act, 2013.

There are no recommendations of the Audit Committee which have not been accepted by the Board during the period under review.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the Companys website.

BOARD MEETINGS

During the year, the Board of Directors met in Five Board Meetings held on 30th May 2018, 13th August 2018, 13th November 2018,24th November 2019 and 14th February, 2019. The time gap between two meetings did not exceed one hundred and twenty days as provided under Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the accounting policies had been selected and applied 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 financial year ended March 31, 2019and of the profit of the Company for the year ended on that date;

c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

REALTED PARTY TRANSACTIONS

No Material Related party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party transactions to be provided under Section 134(3)(h) of the Companies Act, 2013, in Form AOC 2 is not applicable.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companys website.

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate risks arising out of internal as well as external factors.

The Board of Directors of the Company has also approved the Risk Management Plan. The objective of the plan is to oversee risk management systems, practices and procedures.

COST AUDIT

Your Company does not falls within the provisions of Section 148 of Companies Act, 2018 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company; still the Company has positive gestures towards philanthropic activities in future.

AUDITORS

(a) Statutory Auditors

Equity Shareholder of the Company in their 35th Annual General Meeting held on 29th September, 2017 had accorded their approval pursuant to the provisions of Section 139 and other applicable provision of Companies Act, 2013 and rules made their under to appoint M/s. Shashank Khandelwal & Associates, Chartered Accountants, Indore, (FRN: 019518C), as the Statutory Auditor of the Company for the period of five years commencing from the conclusion of 35th Annual General Meeting until the conclusion of 40th Annual General Meeting.

The Auditors Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Vohra & Associates., Practicing Company Secretaries (Membership No A54593/ CP 20483), to conduct the Secretarial Audit of the Company for the F.Y 2018-19.

The Secretarial Audit Report for the year under review is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer except as under:

i) Due to resignation of woman Director the composition of Board is not proper w.e.f. close of working hours of 14th January, 2019;

ii) Due to resignation of Company Secretary and Chief Financial officer , the Company could not comply the provisions of Section 203 of Companies Act, 2013;

iii) The Company is in process of dematerializing the promoters shareholding in order to comply Regulation 31(2) of the SEBI (LODR) Regulations, 2015.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company has not carried out any Manufacturing activity therefore there is no information to report with respect to conservation of energy and technology absorption. The Company has no export & import during the period therefore there is no foreign exchange earnings and expenditure.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed herewith as "Annexure B", and forms an integral part of this Report and is also available on the website of the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures.

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.

The concerned executives monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a mechanism called ‘Vigil Mechanism/ Whistle Blower Policy for directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct and provided a framework to protect employees wishing to raise their concern about serious irregularities within the Company.

The policy permits all the directors and employees to report their concerns to the Competent Authority, Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee.

The policy with the name and address of the Competent Authority, Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company.

DEPOSITS

The Company has not accepted any public deposits during the year under review.

INSURANCE

The Company continues to carry adequate insurance for all assets against unforeseeable perils.

CORPORATE GOVERNANCE

In terms of the Regulation 15(2)(a) of SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

As per the above mentioned criteria, provisions of Corporate governance is not applicable on the Company and therefore the Company is not required to comply with the provisions of Corporate Governance as specified in SEBI (LODR) Regulations, 2015. However, the Company is voluntarily complying with most of the provisions.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure C", forming part of this report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION , PROHIBITION AND REDRESSAL) ACT,2013.

Your Directors state that during the year under review, there was no complaint filed/pending pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the constitution of Internal Compliant Commiitee under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2019 and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Companys operations in future.

ACKNOWLEDGMENT

The Board of Directors take this opportunity to express their sincere thanks to the Central, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of the Board

Raghunandan Khandelwal Gyan Chand Sharma
Place: Mumbai (Managing Director) (Director)
Date: 30.05.2019 (DIN: 00401113) (DIN: 03554350)