To
The Members
VINNY OVERSEAS LIMITED
Your directors take pleasure in presenting the 31st Annual Report of the
Company together with the Audited Accounts for the financial year ended on 31stMarch
2023.
FINANCIAL STATEMENTS & RESULTS: (Rs. In Lakhs)
| PARTICULARS |
2022-23 |
2021-22 |
| Income From Operations |
10,641.51 |
10,997.91 |
| Other Income |
20.71 |
13.07 |
| Total Income |
10,662.22 |
11,010.98 |
| Expenses |
10,321.91 |
11,606.62 |
| Profit before tax |
340.25 |
-595.64 |
| Tax expense |
99.53 |
-144.56 |
| Profit After Tax |
240.73 |
-451.08 |
The Gross revenue from operations including job work of the Company for the year
2022-23 has gone to Rs. 10,641.51 Lakhs from Rs. 10,997.91 Lakhs in previous year.
However, the company had incurred profit of Rs. 240.73 Lakhs compared to the loss of Rs.
451.08 Lakhs in previous year.
OPERATIONS:
Your directors are pleased to inform the members that during the year under review.
Your company reported encouraging performances. Detailed information on the operations of
the company and details on the state of affairs of the company are covered in the
management discussion and analysis report.
CAPITAL STRUCTURE:
During the year under review there is change in the Capital Structure of the Company
due to two corporate actions i.e. subdivision of equity shares of the company from Rs.10/-
to Rs. 1/- and Bonus issue of 13,14,82,741 shares to the beneficial owner as on the record
date as was decided by the board.
Hence the capital Structure of the company as on 31.03.2023 stood as follows:
The authorized share capital of the company as on 31st March 2023 is 25,00,00,000/-
(Rs. Twenty-Five Crore) divided into 25,00,00,000/- (Twenty-Five Crore) equity shares of
Rs. 1/- each ranking pari passu.
The paid-up equity share capital of the company as on 31st March, 2023 is 2326.23
Lakhs.
SUBDIVISION:
During the year under review the Company has sub-divided the face value of equity
shares from Rs. 10/- per share to Rs. 1/- pers share.
BONUS ISSUE
As per Section 63 and all other applicable provisions of the Companies Act, 2013 read
with rules made there under, the Securities and Exchange Board of India ("SEBI")
(Issue of Capital and Disclosure Requirements) Regulations, 2Ol8 ("the ICDR
Regulations"), the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), as per the resolution passed by the
shareholders on 14th February 2023 and in terms of the IN-Principal approval
received from NSE Limited and BSE Limited, the Board of Directors has made an allotment of
13,14,82,741 equity shares of the face value of Rs. 1/- (Post Split) each as fully paid-up
Bonus Shares to the shareholders of company in proportion of 13:10 by capitalizing a sum
amounting to Rs. 13,14,82,741/- from the reserves & surplus.
DIVIDEND:
With a view to conserve resources and expansion of business, your directors have
thought it prudent not to recommend any dividend for the financial year under review.
TRANSFER TO RESERVES:
During the year under review the company has not transferred any amount to the general
reserves.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Directors Mr. Rajnish Pathak (DIN: 08764000) (Independent Director Data Bank vide
Registration No- IDDB-DI-202012-033891) & Ms. Neelam Mohanlal Gurbaxani (DIN:
09732346) (Independent Director Data Bank vide Registration No- IDDB-PA- 202209-044331)
was regularized as director of the company at meeting of shareholders held on 30th
September 2022, in the capacity of Non-Executive Independent Director of the company for a
period of five years.
Further, re-appointment of Mr. Hiralal Jagdischand Parekh (DIN: 00257758) as the
Managing Director of the company for a further term of five year and re-appointment of Ms.
Nishita Shah (DIN: 07197925) and Mrs. Latadevi Parekh (DIN: 02973048) as a Whole time
Director of the Company, for a period of five years, was approved at meeting of
shareholders held on 30th September 2022
SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:
The Company does not have any Subsidiary Companies or Joint Venture Company or
Associate Company.
MATERIAL CHANGES AND COMMITMENT:
There were no material changes and commitments affecting the financial position of the
Company which have occurred between the end of financial year of the Company to which the
financial statements relate and the date of the report.
REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:
During the year the financial statement or report was not revised. Hence further
details are not applicable.
POLICY ON DIRECTORS REMUNERATION:
The Board has framed a policy for selection and appointment of Directors, senior
management and their remuneration is recommended by the Nomination & Remuneration
Committee.
ANNUAL EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee has laid down the criteria for evaluation of the performance of
individual Directors and the Board as a whole. Based on the criteria the exercise of
evaluation was carried out through a structured process covering various aspects of the
Board functioning such as composition of the Board and committees, experience &
expertise, performance of specific duties &obligations, attendance, contribution at
meetings & Strategic perspectives or inputs regarding future growth of company, etc.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Director. The performance of the Independent Directors was carried
out by the entire Board (excluding the Director being evaluated). The Directors expressed
their satisfaction with the evaluation process.
FAMILIARIZATION PROGRAMME:
The Company has put in place an induction and familiarization programme for all its
directors including the independent directors. The familiarization programme for
independent directors in terms of regulation 46(2)(i) of listing regulations, is uploaded
on the website of the company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act 2013 with respect to
Directors Responsibility Statement it is hereby confirmed:
1. That in the preparation of the annual accounts the applicable accounting standards
had been followed along with proper explanation relating to material departures.
2. that the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;
3. that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis; and
5. that the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
6. that the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions are placed before the Audit committee entered into
during the financial year was on an arm length basis and in the ordinary course of
business. There were no material related party transactions made by the company with the
key managerial person which may have potential conflict with the interest of the company
at large, related party transactions are provided in notes to financial statements annexed
to the report as Annexure 1.
DEPOSITS:
The company has not accepted any deposit from public within the meaning of section 73
to 76 of the companies act, 2013 ("The Act") and the rules framed there under.
LOANS, GUARENTEE & INVESTMENTS:
The company has provided loans and stood guarantor during the year, and details of
which are given below.
| Particulars |
Amount (Rs. In Crore) |
| Aggregate amount of loan granted, and guarantee provided during the year |
|
| • Subsidiaries, Joint Ventures and associates |
|
| • Other than Subsidiaries, Joint Ventures and associates |
1 |
| Balance outstanding as at balance sheet date in respect of above cases: |
|
| • Subsidiaries, Joint Ventures and associates |
|
| • Other than Subsidiaries, Joint Ventures and associates |
1 |
The company has not made investment or provided any security pursuant to section 185
and 186 of the Act.
DECLARATIONS BY INDEPENDENT DIRECTORS:
All the 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.
INTERNAL FINANCIAL CONTROL SYSTEM:
As per the provisions of the Companies Act, the director have the responsibility for
ensuring that the company has proper internal financial control system to provide with
resource assurance regarding adequacies and operative effectiveness of control to enable
the director to meet their responsibility. Company has in place sound system to ensure for
safeguarding of the assets, detection of fraud and error, reliable financial information
and accuracy of accounting records etc.
COMMITTEES OF THE BOARD:
I. AUDIT COMMITTEE:
The company has constituted Audit committee as per requirement of section 177 of the
Companies Act 2013 and Regulation 18 of thereby (LODR) Regulations, 2015. The terms of
reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR)
Regulations, 2015 and Companies Act, 2013.
The Audit Committee comprises of the following Directors of the Company:
| Sr.No Name of Director |
Nature of Directorship |
Status |
| 1. Parag Kailashchandra Jagetiya |
Independent Director |
Chairman |
| 2. Vandani Sumanth Chowdhary |
Non-Executive Director |
Member |
| 3. Divyaprakash Jagdishchandra Chechani |
Independent Director |
Member |
II. Nomination & Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in accordance with
section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The
Nomination and Remuneration Committee comprises of the following Directors of the Company:
| Sr.No. Name of Director |
Nature of Directorship |
Status |
| 1. Parag KailashchandraJagetiya |
Independent Director |
Chairman |
| 2. Vandani Sumanth Chowdhary |
Non-Executive Director |
Member |
| 3. Divyaprakash Jagdishchandra Chechani |
Independent Director |
Member |
III. Stakeholders Relationship Committee:
Our Company has a shareholder / investors grievance committee ("Stakeholders
Relationship Committee") to redress complaints of the shareholders.
The Stakeholders Relationship Committee comprises the following Directors:
| Sr.No. Name of Director |
Nature of Directorship |
Status |
| 1. Vandani Sumanth Chowdhary |
Non-Executive Director |
Chairperson |
| 2. Parag KailashchandraJagetiya |
Independent Director |
Member |
| 3. Hiralal Jagdischand Parekh |
Managing Director |
Member |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitution of Corporate Social Responsibility Committee.
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO.
The particulars as prescribed under section 134(3)(m) of the companies act, 2013 read
with the rules are Annexure 2 hereto and form part of this report.
RISK MANAGEMENT:
The company has placed a mechanism to identify assess monitor and mitigate different
risk of business. The major relevant risk include increase in price of input materials,
market risk, oversight in estimation and other major areas in risk management includes
process of estimation, contract management and timely decision-making process.
PARTICULARS OF THE EMPLOYEES:
Disclosure pertaining to remuneration as per section 197(12) of the companies act, 2013
read with rule 5 of the companies (Appointment and remuneration of managerial personnel)
Rules, 2014 is attached as "Annexure- 3" to this report. Details of
employee remuneration as required under provisions of section 197 of the companies act,
2013 and rule 5(2) of companies (Appointment and remuneration of managerial personnel)
Rules, 2014 are available at the registered office of the company during working hours and
shall be made available to any stakeholder on request.
NUMBER OF MEETINGS OF BOARD:
The Board of Directors duly met 14 (Fourteen) times during the year under review.
AUDITORS:
A) STATUTORY AUDITORS
M/s. Kishan M Mehta & Co. (Auditor of Your Company), Chartered Accountants (Firm
Registration No. 1005229W) were appointed as statutory auditors of the company for a term
of five years.
The observation made in auditors report on companys financial statements is
selfexplanatory. The auditors report does not contain any qualification and adverse
remark.
B) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the companies act 2013 and the companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, the company has
appointed M/s Ladhawala & Associates Practicing Company Secretary to conduct the
secretarial audit of the company for the financial year 2022-23. The Secretarial Audit
Report in Form No. MR-3 is annexed herewith as "Annexure-5". The
Secretarial Audit Report does not contain any qualification reservation or adverse marks.
C) INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit
Committee, of the Company, has appointed M/s. P PRAJAPAT & CO, Chartered
Accountants [Firm Registration No.- 028334C] Ahmedabad as the Internal Auditors of the
Company for the financial year 2022-23 and 2023-24.
D) COST AUDITOR
Pursuant to the provisions of section 148 and other applicable provisions, if any, of
the companies act 2013 and the rules made thereunder, as amended from time to time and
subject to the approval of central government if any, the Board of Directors, on the
recommendations of the Audit Committee, of the Company, has appointed M/s K V M &
Co., Cost Accountants Firm, Ahmedabad, as the Cost Auditor of the Company for
the financial year ended 31 March 2023.
PREVENTION OF INSIDER TRADING:
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has
adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The
details of the Insider Trading Policy have posted on the website of the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing
Regulations"), the management Discussion and Analysis Report of the Company for the
year ended is set out in this Annual Report as "Annexure-4".
CODE OF BUSINESS CONDUCT AND ETHICS:
The Company has laid down a Code of Conduct (COC) which is applicable to all the Board
members and Senior Management of the Company. The COC is available on the website of the
company. All the members of the Board and Senior Management have affirmed compliance with
the Code.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND
REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment measures in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention
Prohibition& Redressal) Act 2013. During the year there were no complaints received
under the said act. The Company has complied with all the applicable provisions of the
said Act including the constitution of internal complaints committee.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC).
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY:
The Company has established a Vigil mechanism and Whistle Blower Policy for Directors
and employees. It has been communicated to the Directors and employees of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
REGISTRAR AND SHARE TRANSFER AGENT:
The Company has appointed Bigshare Services Private Limited as its Registrar and Share
Transfer Agent. The Corporate Office of Bigshare Services Pvt.Ltd. situated at "1st
Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East,
Mumbai-400059, Maharashtra.
DEMATERIALIZATION OF SECURITIES:
The companys equity shares are admitted in the system of Dematerialization by both the
Depositories namely NSDL and CDSL. As on 31 March 2023, all 23,26,23,311 equity shares
dematerialized through depositories viz. National Securities Depository Limited and
Central Depository Services (India)Limited, which represents whole 100% of the total
issued, subscribed and paid-up capital of the Company as on that date. Due to Sub-division
of equity shares of the company, The ISIN allotted to your Company has changed to
INE01KI01027.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Companys Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and
provide a healthy and safe work environment to all employees of the Company.
SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings of the Company.
APPRECIATION:
Your directors wish to place on record their sincere appreciation for significant
contribution made by the employees at all the levels through their dedication, hard work
and commitment, thereby enabling the Company to boost its performance during the year
under report.
Your Directors also take this opportunity to place on record the valuable co-operation
and continuous support extended by its valued business associates, Supplier, Customers,
Banks / Financial Institutions, Government authorities and the shareholders for their
continuously reposed confidence in the Company and look forward to having the same support
in all its future endeavors.
| For and on behalf of the Board |
| Vinny Overseas Limited |
| Mr. Hiralal Jagdishchand Parekh |
| (Managing Director) |
| DIN: 00257758 |
| Place: Ahmedabad |
| Date: 01/09/2023 |
+91-9892691696
