Vindhya Telelinks Ltd Directors Report.

TO THE SHAREHOLDERS

The Board of Directors has the pleasure of presenting its Thirty Nineth 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, 2022.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANYS AFFAIRS

Description

Amount (in lakhs)

Standalone Consolidated
2021-22 2020-21 2021-22* 2020-21
Revenue from Operations 132394.90 150205.52 132394.90 150205.52
Other Income 3100.63 2369.80 3100.63 5531.43
Earnings before Finance Costs, Depreciation and Tax 19106.14 23386.83 33735.81 45188.90
Finance Costs 5685.96 7803.47 5685.96 7803.47
Profit before Depreciation and Tax 13420.18 15583.36 28049.85 37385.43
Depreciation and Amortization 2219.97 2336.82 2219.97 2336.82
Profit before Tax 11200.21 13246.54 25829.88 35048.61
Tax Expenses 2739.62 2890.92 6501.91 8040.71
Net Profit for the year 8460.59 10355.62 19327.97 27007.90

* Not comparable with that of the previous financial year 2020-21 for the reason as stated in detail under the heading "SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE".

The financial statements for the financial year ended March 31, 2022 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. Cable and Engineering Procurement and Construction (EPC). There has been no change in the nature of business of the Company.

During the year under review, your Company achieved revenue from operations of 132394.90 lakhs as compared to 150205.52 lakhs in the previous year registering a decline of about 11.86%. The EPC business segment registered a decline in revenue of 22.12% because of temporary slowdown in order booking as a result of recaliberation of Companys EPC business segment business model, whereas Cable business segment has registered an increase of 16.25% in revenue in comparison with the previous year due to increased volume of business in specialty cables and associated equipment/accessories. Despite improved business leverages in cable business segment, the Standalone Profit before Depreciation and Tax of the Company for the year stood at lower level of 11200.21 lakhs as compared to 13246.54 lakhs in the previous year primarily because of lower revenue from operations in Companys EPC business segment, supply chain disruption due to Covid-19 pandemic and higher commodity prices as compared to 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 pandemic has dramatically accelerated the pace of technology adoption across industries and sectors and created a more digitally savvy eco-system. In addition, the digital transformation in India is increasing data consumption exponentially thereby necessitating huge broadband network infrastructure and setting up of data centres locally. With sustainability increasingly becoming a key business priority for Indian organisations, emerging technologies like Big Data, Artificial Intelligence, Machine Learning and 4G/5G are reshaping the way businesses operate. While innovation continues to be main focus, the enterprises are looking to increase productivity and improve customer experience thereby ushering fourth industrial revolution resulting in increasingly interconnected society which is fully dependent on robust broadband/backbone telecom infrastructure. The telecom operators and internet service providers have scaled up their fibre-based broadband networks in a major way post the Covid-19 pandemic, thereby increasing Indias mobile and fixed broadband penetration. However, despite these efforts, the level of mobile and fixed broadband penetration in India remains low in comparison to global markets, indicating a huge untapped potential in this market. Inspite of the accelerated pace of digitisation which is going to get faster and more intense, India is still trailing in the commercial launch of 5G services that hold out promise of catapulting its digital economy through its transformative capacity for vast swathes of services. As per available information, the 5G spectrum auction is expected to take place in second quarter of the current fiscal year paving the way for commercial launch of 5G services thereafter leading to criticality of continuous improvements by the telecom operators in network infrastructure to stay ahead of curve given the fact that new technologies are emerging rapidly. This is expected to play a major demand driver for optical fibre cables as telecom operators need to make investment in robust and reliable communication infrastructure to meet the huge bandwidth upload/ download capabilities with very high speed transmission characteristics. Further, in order to enable faster rollout of 5G networks by reducing time taken by telecom operators to obtain clearances for laying optical fibre cable and setting up cellular towers, among other infrastructure, the Department of Telecommunications has recently launched "Gati Shakti Sanchar" a centralised portal which will help reduce the time for clearing RoW applications. It is proposed that all 36 States and Union Territories will be part of the centralised portal and the portal will be empowered with legal backing in future bringing clarity and accountability to the process of obtaining RoW clearances. By facilitating timely disposal of RoW applications of telecom service providers and infrastructure providers, the portal will help in enabling speedy infrastructure creation, thereby enabling timely roll-out of 5G services. As the government intends to significantly increase Indias optical fibre footprint, this augurs well for the Companys EPC business segment which, interalia, operates through IP-1 for networks rollout besides being a leading turnkey infrastructure providers to telecom operators. Global Optical Fibre and Cable market largely maintained their upward momentum in the beginning of 2022. Optical Fibre Cable consumption grew by almost 10% surpassing 126 million fibre KMs in the first quarter of calendar year 2022 as compared to corresponding quarter of previous fiscal year. The bare fibre price(s) also increased noticeably in Europe and India owing to the increase in the prices of almost all the key raw materials. Your Companys Electron Beam Irradiation facility ("E-Beam cable facility") which helps to cross link the Polymer jacket of the cables have been successfully stabilized and is now operating at par optimum capacity level and delivering superior products conforming to national and international standards for a variety of applications. In order to derive economies of scale, your Company has already planned for further increase in the capacity of E-Beam Cable facility to cater to the increased business demands in all the user segments like solar energy, railways, ship building and the new technology segments. Further, the Board of Directors of the Company in its meeting held on May 23, 2022 has approved a Technology Cooperation Agreement with Huber + Suhner AG, Switzerland ("H+S") for the exclusive license on the licensed patents, the licensed trademarks and right to use the licenses know-how/technology to manufacture and sale of globally renowned RADOXR families cables in India by making use of H+S business processes to Indian Railways, its allied companies and also for the Metro and high speed railway projects (Rolling Stock Industry) application, etc. The said Agreement will enlarge Companys E-Beam cable products range to meet the ever increasing demand in Railway infrastructure projects which is likely to open new frontier of growth opportunities. This should auger well for the Company on a long term basis. Your Companys expertise in successfully manufacturing specialty communication cables for rugged field applications has come in very handy and it helped the Company to achieve good results despite the challenges posed by the Pandemic during the first quarter of the financial year 2021-22. As the country is improving the infrastructure facilities for the masses in the big way and it is only going to exponentially develop mega projects. Your Companys EPC division is well positioned to execute large ticket(s) turnkey projects across the business verticals like, Telecommunications, Defence, Water including Jal Jeevan Mission/Rural Water supply, Power sub-transmission and distribution, Gas pipeline including city gas distribution infrastructure projects and other allied verticals. In addition, as one of the largest standalone licensed infrastructure provider category-1 (IP-1) for optical fibre cable based networks and given the recent seminal reforms for the telecom sector announced and implemented by the Government of India, the Company is fully geared to manage the macro shift that is changing the fundamental nature of business of telecommunication cables to create a value proposition for telecom service providers. Your Directors are pleased to report that the Companys IP-1 optical fibre cable infrastructure is today recognised for best in class network quality, delivery standards and fully conforms to the highest uptime requirement stipulation in the telecom space.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to 822.52 lakhs, consisting of addition to (a) Buildings of 50.74 lakhs; (b) Plant & Equipment of 755.20 lakhs; and (c) Other Fixed Assets of 16.58 lakhs for further capacity expansion/augmentation.

DIVIDEND

After considering the Companys profitability, free cash flow, overall financial performance and other parameters, the Board of Directors of your Company is pleased to recommend a Dividend of 10/- (previous year 10/-) per equity share of face value 10/- each (i.e.100%) for the financial year ended on March 31, 2022. The payment of Dividend will be subject to deduction of Tax at source as per the prescribed rate under Income Tax Act, 1961 and rules made thereunder. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in pay out of 1185.09 Lakhs. No amount has been transferred to the General Reserve for the financial year 2021-22. The Board of Directors of the Company in its meeting held on June 29, 2021 has formulated a Dividend Distribution Policy in compliance with Regulation 43A and other applicable provisions of the Listing Regulations, as amended from time to time, and the same is uploaded on the Companys website and can be accessed at weblink: https://www.vtlrewa.com/Investor_Relation/Disclosure_ Regulation46(2)/Companys_Policies/Dividend-Distribution-Policy-29.06.2021.pdf

UNPAID DIVIDEND

The disclosure relating to year wise amount of unpaid/unclaimed dividend lying in Unpaid Dividend account and the corresponding shares which are liable to be transferred to the Investor Education and Protection Fund (IEPF) during the current financial year and the due date of such transfer is provided in the Corporate Governance Report which forms a part of the Annual Report.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31, 2022 stood at 1185.09 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, 2022.

During the Financial Year 2021-22, the Company has not issued changed reclassified or sub-divided converted or reduced any Equity Shares/Convertible Securities/Warrants/ Sweat Equity Shares/Employee Stock Options and there is no change in voting rights and buy back of shares.

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 reduction in overall borrowings, your Company ensured efficiency in Finance Cost to the extent feasible under the prevailing circumstances. The Company has redeemed 340 Non-Convertible Debentures (NCDs) aggregating to 3400.00 lakhs alongwith accrued interest thereon during the year under review and balance 160 NCDs aggregating to 1600.00 lakhs plus interest but not due thereon are outstanding as at the end of the financial year. The Companys financial discipline and prudence is also reflected in the reasonable credit rating ascribed by the rating agencies.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of the 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 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 and sanitation facilities; (iii) Ensuring Environmental Sustainability; and (iv) disaster management, including relief and rehabilitation activities in and around the local/nearby area(s) where the Company operates. 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 Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. https://www.vtlrewa.com/Investor_Relation/Disclosure_Regulation46(2)/ Companys_Policies/CSR-Policy-27.03.2021.pdf

DIRECTORS 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, 2022, 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, 2022 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.

In addition, the Board of Directors of the Company in its Meeting held on June 29, 2021 has constituted a Risk Management Committee in compliance with the Regulation 21 and other applicable provisions of the Listing Regulations, as amended. The Risk Management Policy of the Company has also been formulated by the Board of Directors in compliance with the applicable provisions of the Listing Regulations and the Companies Act, 2013 which lays down the procedures about the risk assessment and mitigation thereof. 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 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. The Board would also like to place on record its appreciation for dedicated and exemplary services rendered by employees at all levels in the prevailing challenging times in ensuring safe and reliable operations/project(s) execution throughout the year. The Companys management stands stoically with all employees and their families, committed to their safety, security and well-being in the fast changing employee-employer relationship in the last three years and is trying to reimagine value proposition by putting in place creative structure for employees at all levels that allows innovation, growth to work and accelerate competitive advantage to the Company.

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 including through its safety committee with representation from all areas of manufacturing and follow up through regular meetings to take progress and action item in order to raise the bar of safety standards for its people as well as users and customers. The Company is also accelerating ESG strategies as well as resilience to the dynamics that are taking place globally because of climate change by learning, adapting and innovating towards a new context.

RECOGNITION

Your Companys manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the external standards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.3/R5.7 H, Environmental Management System as per ISO 14001:2015, Occupational Health and Safety Management System as per ISO 45001:2018, Business Continuity Management System as per ISO 22301:2012, Rail Quality Management System as per ISO/TS 22163:2017 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

Shri J. Veeraraghavan, Non-Executive Independent Director of the Company left for heavenly abode on June 3, 2021. The Board of Directors expresses with utmost grief its heartfelt condolences on the sudden and untimely sad demise of Shri J. Veeraraghavan, who will always be remembered for his endearing and noticeable qualities of modesty and simplicity for someone of his stature and bearings.

During the year under review, Shri P.S. Dasgupta (DIN: 00012552) has been appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of Five (5) consecutive years with effect from November 21, 2021 to November 20, 2026 vide an Ordinary Resolution passed by the members of the Company through Postal Ballot on December 24, 2021. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Shri D.R. Bansal (DIN: 00050612), 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. As required under the Regulation 36(3) of the Listing Regulations and relevant provisions of the Secretarial Standard on the General Meeting (SS-2), the brief resume and other details of Shri D.R. Bansal are given as 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, 2022 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 Dinesh Kapoor, Company Secretary are the Key Managerial Personnel of the Company. Shri Dinesh Kapoor was appointed as the Company Secretary of the Company with effect from August 1, 2021 in place of Shri Hitesh Wadhera who resigned from the post of Company Secretary of the Company with effect from the close of Business hours of July 31, 2021.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.K. Misra, Shri R.C. Tapuriah, Shri Shiv Dayal Kapoor, Smt. Kiran Aggarwal and Shri P.S. Dasgupta 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 and that they are registered in the data bank of Indian Institute of Corporate Affairs for life time as per Section 150 of the Companies Act, 2013 and rules made there under. They have Confirmation also furnished the Declaration and 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, as amended. 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 5 times viz. on June 29, 2021, August 12, 2021, September 9, 2021, November 11, 2021 and February 10, 2022.

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. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors. The requisite details of Audit Committee 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.

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 annual evaluation of its own performance and that of its Committees and individual Directors, inter-alia, to assess the skill set and contribution that are desired recognising that competencies and experiences evolves over time. The manner in which 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. 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 Independent Directors carried out the annual performance evaluation 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, and the same was also reviewed and deliberated by the Board of Directors. The performance evaluation of independent directors was carried out by the entire Board of Directors, excluding the directors being evaluated. In conclusion, the Board of Directors was satisfied with the performance and functioning of the Board, its Committees and individual members.

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, inter-alia, 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 viewpoints 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 is https://www.vtlrewa.com/Investor_Relation/ Disclosure_Regulation46(2)/Companys_Policies/Remuneration-Policy-16.05.2019.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 BGJC & Associates LLP, Chartered Accountants (Registration No.003304N/ N500056) were appointed 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 and their appointment is not required to be ratified each year at the Annual General Meeting of the Company. The auditors have confirmed to the Company that they continue to remain eligible to hold office as Auditors and are not disqualified from being so appointed as statutory auditors under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations made thereunder. The Board of Directors has on the recommendation of the Audit Committee re-appointed Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), as the 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 Goods and Services 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, 2021 was filed by the Company on September 6, 2021 with the concerned authorities.

AUDITORS REPORT

The Auditors 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 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, 2022. 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 Report. Messrs R.K. Mishra & Associates have given the following remarks or observation in their Secretarial Audit Report. As per the report furnished by the Secretarial Auditor, the Company has complied with the provisions of all the applicable Acts, Rules, Regulations, Guidelines, Standards, etc. as stated in the Secretarial Audit Report, save and except a slight delay in compliance with Regulation 17(1) of Listing Regulations for which the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) have levied fines in terms of Standard Operating Procedure (SOP) prescribed under SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2020/12 dated January 22, 2020. However, the Company has made a suitable representations to both BSE and NSE seeking waiver of the fines in terms of Policy for exemption of fines levied as per the provisions of SEBI Standard Operating Procedure Circular, which are pending for consideration with the respective Stock Exchanges.

Directors Comments: The Company has slight belatedly complied with the provisions of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) with the appointment of Shri Priya Shankar Dasgupta (DIN: 00012552) as a Non-Executive Independent Director of the Company for a period of Five (5) years w.e.f. November 21, 2021. The slight delay in compliance was for reasons and factors not attributable to and/or beyond the reasonable control of the Company viz. pandemic related Natural Calamity. Further, such non-compliance shall not be repeated in future and the Company shall comply with the applicable provisions of the Listing Regulations, other applicable Regulations and Circulars issued thereunder in true letter and spirit.

Apart from the above, there are no other qualification or disclaimer given in their report which calls 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 Standards i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors" and "General Meetings" respectively 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 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 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. In consonance with the recommendations of the Audit Committee, the Board of Directors in its meeting held on February 10, 2022 has duly approved the Companys amended Policy on materiality and dealing with Related Party Transactions (‘RPT Policy) effective from April 1, 2022 in line with the applicable provisions of the Listing Regulations, as amended. The RPT Policy is uploaded on the Companys website and can be accessed at weblink: https://www.vtlrewa.com/Investor_Relation/Disclosure_Regulation46(2)/Companys_Policies/Policy-on-dealing-with-Related-Party-Transactions-10.02.2022.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 unlisted 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. 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 sector. The joint ventures financial performance during the period under review was adversely impacted due to slowdown in optical fibre cables based infrastructure capex in Telecom Sector in India.

Apart from Birla Visabeira Private Limited, Universal Cables Limited (UCL), Birla Corporation Limited (BCL) and Punjab Produce Holdings Limited (PPHL) are Associate companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate as per Indian Accounting Standard (Ind AS)-28. The financial performance of UCL was satisfactory while judging in the prevailing context of outbreak of second wave of Covid-19 pandemic causing significant disturbance and slowdown of economic activities thereby impacting operations and revenue during the first half of the year under review. BCL has delivered a resilient financial performance during the year under review. The PPHL also posted improved profitability during the year. 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 *subsidiary companies, 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.

*Note: The information regarding Audited/Unaudited Financial Statements including Special Purpose Ind AS Standalone Financial Statements of the three wholly owned unlisted subsidiary companies for the financial year ended March 31, 2022 are not being furnished as the same have not been made available to the Company by certain delinquent directors and an ex-director of the subsidiary companies who are having unauthorised and illegal possession of the books of account and other records of the subsidiary companies and they are not allowing access to other directors of the subsidiary companies. The Company being the holding company and the other Board Members of the respective subsidiaries are taking necessary actions in this regard in accordance with law as legally advised.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company as of and for the year ended March 31, 2022 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 Companies Act, 2013, the rules made thereunder and Listing Regulations 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.

The consolidated financial statements for the year ended March 31, 2022 have been prepared without considering the financial results of three wholly owned subsidiaries (Unquoted Non-Banking Financial Companies) viz. August Agents Ltd., Insilco Agents Ltd. and Laneseda Agents Ltd. ("the Subsidiaries") due to reasons stated hereinabove.

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

The particulars of Loans given, Guarantees, Investments made and securities provided 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 Report.

ANNUAL RETURN

Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is uploaded on website of the Company and the same can be accessed at the weblink https://www.vtlrewa.com/Investor_Relation/Disclosure_Regulation46(2)/Annual-Return.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-V which is attached hereto and forms a part of the Directors 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-VI which is attached hereto and forms a part of the Directors 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(s) 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 contraction in business activities due to lockdown imposed by the State Government authorities considering public health and safety due to COVID-19 pandemic and the resultant challenging business and operating environment.

(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. (f) The Company has neither filed any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement with respect to any loans from banks or financial institutions.

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.