Vindhya Telelinks Ltd Directors Report.

TO THE SHAREHOLDERS

The Board of Directors has the pleasure of presenting its Thirty Seventh Annual Report of the business and operations of your Company, together with the Audited Financial Statements of the Company for the financial year ended March 31,2020.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANYS AFFAIRS

Description

Amount

2019-20 2018-19
Revenue from Operations 188319.31 209536.95
Other Income 1893.51 1332.34
Earnings before Finance Costs, Depreciation and Tax 27907.02 35303.84
Finance Costs 9701.54 7624.25
Profit before Depreciation and Tax 18205.48 27679.59
Depreciation and Amortization 2073.24 1990.46
Profit before Tax 16132.24 25689.13
Tax Expenses / (Credit) 3442.72 8823.61
Net Profit for the year 12689.52 16865.52

The financial statements for the financial year ended March 31, 2020 have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

GENERAL & CORPORATE MATTERS

Your Company continues to operate in two business segments i.e. Cables and Engineering Procurement and Construction (EPC).

During the year under review, your Company achieved Revenue from Operations of Rs 188319.31 lakhs as compared to Rs 209536.95 lakhs in the previous year, a decline of about 10.13%. The revenue from exports increased to Rs 3580.84 lakhs as compared to Rs 2760.44 lakhs during the previous year. During the year under review, the EPC business segment shown a slight decline in revenue of 0.58% whereas Cables business segment has registered a decline of 37.52 % in Revenue in comparison with the previous financial year due to severe contraction in demand for Optical Fibre Cables coupled with pricing pressures due to excess capacity globally and elevated inventory levels of Optical Fibre. The Profit before Depreciation and Tax for the year stood at Rs 18205.48 lakhs as compared to Rs 27679.59 lakhs in the previous year. The detailed operational working of your Company for the year is provided in the Management Discussion and Analysis forming a part of this Report.

The demand slowdown in Optical Fibre Cable business started from third quarter of the year under review and continued thereafter following the outbreak of COVID-19 pandemic which impaired the business activities due to contraction in demand globally. The extended business shutdown has further worsened the economic activities including plummeted network demand due to roll out constraints.

The corona virus has recently drawn much attention to the digital divide and is changing perception of the internet from a superfluous luxury to a crucial social necessity. The lockdown prompted by the Covid-19 pandemic has demonstrated the extent of our reliance on mobile and fixed broadband networks as millions of people are depending on their internet connection to work and study and play from home. In order to close the urban-rural digital divide, optical fibre cable connectivity needs to be deployed widely for augmenting broadband access in the country as a step towards digital economy. With the increasing demand of high speed and resilient broadband which has to accelerate leap and bonds post Covid-19 pandemic, your Companys vast experience in the field of telecom and optical fibre connectivity infrastructure will surely have a positive impact on its future endeavours due to compelling value proposition for telecom service providers. Your Company believes that extensive coverage of optical fibre based digital communication infrastructure will support deployment on 5G mobile networks, FTTx fixed network, cloud and edge data centres and shall be a key enabler for telecom industry transformation together with software innovation to secure new source of revenue for telecom service providers.

The need of modernizing the Railway network was felt by the government and the aggressive Railway Network augmentation and expansion has created sizeable opportunities for Railway Quad and Signaling Cables. Your Company is well entrenched into Railway Quad and Signalling Cable business as well to reap the benefits in terms of improved business prospects. Further with the successful commissioning of Electron Beam Cross Linking production facility for manufacturing solar energy cables and requisite TUV certification for E-Beam products, your Company is now fully equipped to reap the emerging opportunities for supplying cables in the renewable energy, ship building and other sectors with its best-in-class quality and state-of-the-art facilities.

The EPC Division of your Company is well entrenched player in the Services sector and creating large scale infrastructure for business verticals like Telecommunications including Optical Fibre Cable networks under IP-1 licence and telecom networks system integration, Power, Rural Electrification, Sewerage pipeline networks, Lift Irrigation projects, etc. and thereby earning a very good name for quality work done and consequently earning a ‘Mark of Trust Rs in the respective verticals.

DIVIDEND AND RESERVES

After considering the Companys profitability, free cash flow and overall financial performance, the Board of Directors of your Company is pleased to recommend a Dividend of Rs 10/- (previous year Rs 12/-) per equity share of face value Rs 10/- each (i.e.100%) for the financial year ended on March 31,2020. The payment of Dividend will be subject to deduction of Tax at source, as per the prescribed rate under Income Tax Act, 1961. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting.

During the year under review, the Ministry of Corporate Affairs, Government of India vide its notification dated August 16, 2019 amended the Companies (Share Capital and Debenture) Rules, 2014 by relaxing the requirement of creation of Debenture Redemption Reserves. Accordingly, the balance of Rs 2085.00 Lakhs lying credited in Debenture Redemption Reserve has been transferred in General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31, 2020 stood at Rs 1185.00 Lakhs. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31,2020.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits during the year within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Your Company continued to optimise Bank borrowings by focusing on cash flows and working capital management. Moreover, by availing alternate funding options like issuance of Commercial Papers at a very competitive coupon rate(s), reduction in charges for non-fund based credit facilities and resorting to Suppliers Credit at a competitive pricing, etc. your Company ensured efficiency in borrowings cost.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”),the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director & CEO confirming compliance by all the Board Members and Senior Management Personnel with Companys Code of Conduct and Auditors Rs Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility (CSR), your Company has undertaken CSR projects and programmes in the areas of (i) Animal welfare; (ii)Promoting healthcare including preventive healthcare; (iii) Promoting education including employment enhancing vocation skills especially among children and girls and livelihood enhancement projects; and (iv) Ensuring Environmental Sustainability and Ecological Balance, Conservation of Natural Resources and maintaining quality of Soil, Air and Water in and around the local area where the Company operates and also in other parts of India. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companys CSR Policy.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-I, which is attached hereto and forms a part of the Directors Rs Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. www.vtlrewa.com.

DIRECTORS Rs RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended March 31,2020, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2020 and of the profit of the Company for the year ended on that date;

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

(d) that the annual financial statements have been prepared on a going concern basis;

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

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

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Companys system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess and monitor regularly the framework for identification, evaluation and prioritization of risks, mechanism to mitigate risks, process that methodically track governance objectives, risk ownership/accountability, compliance with policies and decisions that are set through the governance process, risks to those objectives and services and effectiveness of risk mitigation and controls besides inherent risks associated with the products/goods and services dealt with by the Company as well as execution of turnkey projects of EPC business segment. Your Companys approach to address business risks and compliance functions is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. In the opinion of the Board of Directors, there are no material risks, which may threaten the existence of the Company.

The Company has laid down the policies and procedures for internal financial controls for ensuring the orderly and efficient conduct of its business, in order to achieve the strategic, operational and other objectives over a long period and that its exposure to risks are within acceptable limits. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Companys assets, the prevention and detection of frauds and errors, the accuracy in completeness of the accounting records and the timely preparation of reliable financial information.

The management is committed to ensure effective internal financial controls environment, which provides assurance on the efficiency of Companys business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of business in the circumstances, which may reasonably be foreseen. The Company has defined organisation structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. The Companys system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act and rules made thereunder and all other applicable regulatory/statutory guidelines, etc. for disclosures with reference to financial statements.

Your Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audits are placed before the Audit Committee. The Internal Auditors as well as the Audit Committee conduct an evaluation of the adequacy and effectiveness of the system of internal financial controls system on an ongoing basis.

The Board has also implemented systems to ensure compliance of all applicable laws to the Company which were effective and operative. At quarterly intervals the Company Secretary & Compliance Officer places before the Board a certificate alongwith a detailed statement certifying compliance of various laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible for compliance of such applicable laws and regulations. The Company Secretary is responsible for compliance of corporate laws including the Companies Act, 2013, SEBI Act and rules/guidelines, other corporate laws/rules and regulations and Listing Regulations including any statutory amendment(s), modification(s) or enactment(s) thereto to the extent apply and extend to the Company.

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the continued satisfactory financial performance of the Company. Despite adverse and challenging business environment, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry.

Your Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Companys plant and facilities and also at respective project sites to maintain high awareness levels. The Company has stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment with the emphasis on ensuring safety on all projects under execution. Your Company is conscious of the importance of environmentally clean and safe operations so as to ensure safety of all concerned and compliance of applicable environmental regulations and to this end working continuously towards reduction in waste for disposal. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety standards for its people as well as users and customers.

RECOGNITION

Yours Companys manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.0/R5.5 H,

Environmental Management System as per ISO 14001:2015, Occupational Health and Safety Management System as per OHSAS 18001:2007 and Information Security Management System as per ISO 27001:2013. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

During the year, members by way of Special Resolution passed at the 36th Annual General Meeting of the Company held on 5th August, 2019, have re-appointed Smt. Kiran Aggarwal (DIN:06991807) as Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from 10th November, 2019 to 9th November, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Shri Pracheta Majumdar (DIN:00179118), Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Having regard to the qualifications, expertise, wide range of professional experience and long association of Shri Y.S. Lodha [DIN 00052861] with the Company and considering the overall performance of the Company and its growth during his tenure, the Board of Directors of the Company based on recommendation of Nomination and Remuneration Committee has approved re-appointment and terms of remuneration of Shri Y.S. Lodha as Managing Director and Chief Executive Officer of the Company for another term of 5 (five) consecutive years with effect from 4th November, 2020 subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

The brief resume and other details of Director/Managing Director recommended for appointment/re-appointment as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Annexure to the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with the Annual Report.

BUSINESS RESPONSIBILTY REPORT

In compliance with the Regulation 34(2) of the Listing Regulations, the Business Responsibility Report for the year ended March 31, 2020 and the required disclosures thereunder form an integral part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer and Shri Satyendu Pattnaik, Company Secretary are the Key Managerial Personnel of the Company. Shri Satyendu Pattnaik was appointed as the Company Secretary of the Company with effect from August 9, 2019 in place of Shri Rajesh Ramnani, who resigned from the post of Company Secretary of the Company with effect from the close of Business hours of June 19, 2019.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J. Veeraraghavan, Shri S.K. Misra, Shri R.C. Tapuriah, Shri Shiv Dayal Kapoor and Smt. Kiran Aggarwal have severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review, the Board met 4 times viz. on May 16, 2019, August 9, 2019, November 9, 2019 and February 7, 2020.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013, and the rules framed thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors, interalia, to assess the skill set and contribution that are desired, recognising that competencies and experiences evolves over time. The evaluation process also covered various aspects of the Board functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. The process was conducted with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated on well-defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also considered the criteria for evaluation of performance of Independent Directors and the Board of Directors formulated by the Nomination and Remuneration Committee. The Board of Directors also reviewed and deliberated the review of performance of the Chairman (taking into account the views of non-executive directors and the Managing Director), the Non-Independent Directors and the Board as a whole carried out by the Independent Directors. In conclusion, the Board of Directors was satisfied with the performance and functioning of the Board, its Committees and individual members. The manner in which formal annual evaluation has been carried out by the Board of Directors is given in the Report on Corporate Governance which forms a part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director/ appointment or re-appointment of Managing Director based on their qualifications, expertise, positive attributes and independence/ professional expertise in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards balance of professional experience, background, view points, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the Directors, Key Managerial Personnel and Senior Managerial Personnel. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report. The Remuneration Policy is uploaded on the website of the Company and the weblink of the same ishttp://vtlrewa.com/pdf/remuneration-policy-vtl.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism/ Whistle Blower Policy to deal with instances of fraud and mis-management, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. No employee has been denied access to the Vigilance Officer as well as Chairman of the Audit Committee. The details of the Vigil Mechanism and Whistle-Blower Policy are explained in the Report on Corporate Governance and also posted on the website of the Company.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and have the audit of its cost records conducted by a Cost Accountant, is applicable in respect of certain specified products of the company and accordingly such accounts and records are made and maintained by the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.109208W) holds office of the Auditors of the Company until the conclusion of the ensuing 37th AGM of the Company. Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate Statutory Auditors on completion of the maximum term permitted under the provisions of the Companies Act, 2013. In line with the above requirements, the Board of Directors on the recommendation of the Audit Committee has recommended to the members for appointment of Messrs BGJC & Associates LLP, Chartered Accountants (Registration No.003304N) as Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of 37th AGM till the conclusion of the 42nd AGM, in place of Messrs V. Sankar Aiyar & Co., Chartered Accountants. Messrs BGJC & Associates LLP, Chartered Accountants has consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Board placed on record its appreciation for the contribution of Messrs V. Sankar Aiyar & Co., Chartered Accountants, during their tenure as Statutory Auditors of the Company.

The Board of Directors has, on the recommendation of the Audit Committee, re-appointed Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), as Cost Auditors for conducting the audit of the cost records maintained by the Company in respect of certain specified products of the Company covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration together with applicable tax thereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors is subject to ratification by the members in the ensuing Annual General Meeting of the Company. The Cost Audit Report in respect of applicable specified products for the financial year ended March 31,2019 was filed by the Company on September 2, 2019.

AUDITORS Rs REPORT

The Auditors Rs Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Rs Report, which calls for any further comments or explanations. Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3) (ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra & Associates, Practicing Company Secretaries (PCS Registration no.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended March 31,2020. The Report of the Secretarial Auditor is given in the prescribed form in Annexure-II, which is attached hereto and forms a part of the Directors Rs Report.

Observation or other remarks made by Messrs R.K. Mishra & Associates in the Secretarial Audit Report, which is self explanatory and do not call for any comments or explanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions of applicable Secretarial Standards. During the year under review, your Company has complied with applicable provisions of Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were generally on arms Rs length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure III, which is attached hereto and forms a part of the Directors Rs Report. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial 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 meeting(s) of Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/information are placed before the Audit Committee for review and updation on quarterly basis. The Companys Policy on materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the Companys website and can be accessed at weblink: http://www.vtlrewa.com/pdf/RPTPolicy%20_VTL.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Your Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Regulation 24(1) of the Listing Regulations. During the year under review, there was no change in the number of subsidiaries or in nature of business of subsidiaries. The subsidiaries have achieved satisfactory financial performance during the year under review.

Birla Visabeira Private Limited, an existing joint venture company and also an Associate Company within the meaning of Section 2(6) of Companies Act, 2013 and is presently engaged predominantly in EPC and Operation & Maintenance businesses in the telecommunications and allied infrastructure sectors. The joint ventures financial performance was in consonance with planned business strategy.

Apart from Birla Visabeira Private Limited, Universal Cables Ltd. (UCL), Birla Corporation Ltd. (BCL) and Punjab Produce Holdings Ltd. (PPHL) are Associate companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate Rs as per Indian Accounting Standard (Ind AS)-28. BCL have achieved sustained growth in business with improved financial performances during the year under review and the financial performance of UCL and PPHL was satisfactory.

A Statement containing the salient features of the financial statements of subsidiaries, associate companies and a joint venture as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached as per the prescribed format and forms a part of the Annual Report. In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with Listing Regulations, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies will be available on the Companys website www.vtlrewa.com.

A report on the performance of financial position of each of three wholly owned subsidiaries, three associate companies and a joint venture company, as per the provisions of the Companies Act, 2013 is provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company as of and for the year ended March 31,2020 have also been prepared in the same form and manner as that of the Company and are in accordance with the applicable provisions of the Act and the rules and regulations made thereunder, read with Indian Accounting Standard (Ind AS)-110 “Consolidated Financial Statements” and Indian Accounting Standard (Ind AS)-28 “Accounting for Investments in Associates and Joint Ventures”, forms a part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with Notes annexed to and forming an integral part of the financial statements.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of disclosure of remuneration and such other details as prescribed therein are given in Annexure-IV, which is attached hereto and forms a part of the Directors Rs Report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 is given in Annexure V, which is attached hereto and forms part of the Directors Rs Report which is also placed on the Companys website at http://vtlrewa.com/pdf/MGT-9-VTL. pdf.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure- VI, which is attached hereto and forms a part of the Directors Rs Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are given in Annexure-VII, which is attached hereto and forms a part of the Directors Rs Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:

(a) The Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules made thereunder. During the year under review, no case was filed or reported in pursuance to the provisions of the said Act.

(d) There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report, save and except severe contraction in business activities due to extended lockdown imposed by the Central and State Government authorities in India considering public health and safety due to outbreak of COVID-19 pandemic.

(e) No frauds were reported by the Auditors in terms of Section 143(2) of the Companies Act, 2013 and rules, if any, made thereunder.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciations for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, vendors and esteemed customers and other business associates/institutions. Your Directors also wish to place on record their sincere thanks and infinite appreciations to all the employees of the Company for their unstinted commitment and valuable contribution in the improved financial performance of the Company.

For and on behalf of the Board of Directors

Harsh V.Lodha Y.S. Lodha
Chairman Managing Director & CEO
(DIN: 00394094) (DIN: 00052861)
Place : Satna
Date : June 1,2020