To the Members,
We are pleased to present the 29th Annual Report on the business and operations of yourcompany for the year ended 31st March, 2023.
Rs. In Lakhs
Financial Year ended 31st March
Profit before Depreciation and Exceptional Items
Depreciation and Amortization expenses
Net Profit before Tax
Net Current tax expenses
Profit after Tax
TRANSFER OF RESERVES
The Company has not transferred any amount to the reserve and surplus during the financial year 2022 - 2023.
In view of meeting the capital requirement, and for growth of the Company, the Company is retaining its earnings in the business. Therefore, no dividend is being recommended by the Board of Directors of the Company.
CHANGE IN NATURE OF BUSINESS
During the year, there was no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitment affecting the financial position of the Company occurring between March 31, 2023 and the date of Board Report.
During the current financial year ended March 31,2023, the operations of the Company were slightly impacted due to COVID-19 pandemic. The Company has made an assessment of the recoverability and carrying values of its assets comprising property, plant and equipment, inventories, receivables and other current/non-current assets as of March 31, 2023 and on the basis of evaluation, has concluded that no material adjustments are required in the financial statements. The Company is taking all the necessary steps and precautionary measures to ensure smooth functioningof its operations and to ensure the safety and well-being of all its employees.
A detailed report on Corporate Governance for the financial year ended March 31, 2023 forms part of this Annual Report.
The Board met five times during the year. The details are given in the Corporate Governance report that forms a part of the annual report.
KEY MANAGERIAL PERSONNEL
No Key Managerial Personnel appointed/ceased during the Financial Year 2022-23.
INDEPENDENT DIRECTORS DECLARATION
The company has received the necessary declaration from each independent director in accordance with the section 149 (7) of the Companies Act 2013 that he/ she meets the criteria of independence as laid outin subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
MANAGERIAL REMUNERATION -1971121
Details of remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-2
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. that the selected accounting policies were applied consistently and the directors 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 as at March 31, 2023 and of the profit or loss of the Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other -irregularities;
iv. that the annual accounts have been prepared on a going concern basis.
v. The company has in place an established internal financial control system and the said systems are adequate and operating effectively. Steps are also being taken to further improve the same.
vi. The company has in place a system to ensure compliance with the provisions of all applicable laws and the system is adequate. Steps are also being taken to further improve the legal compliance monitoring.
The constitution of the Audit Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committee, Terms of Reference and the dates on which meetings of the Committees were held
are mentioned in the Corporate Governance Report forming part of this Annual Report.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no subsidiary /joint venture/associate company.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for FY 2022-23 forming part of this Annual Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2014.
The Company has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero tolerance approach towards those indulging in any form of sexual misconduct. No instance of sexual harassment was reported during FY 2022-23.
COMPANYS POLICY ON DIRECTORS APPOINTMENT. REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by Hie 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 Audit Committee for approval. Policy on Related Party Transactions is uploaded on the Companys website.
The Statutory Auditors Report on Standalone Financial statement and the Secretarial Audit Report for the financial year 2022-23 does not contain any qualification which warrants comments from the Board of Directors.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee of the Board of Directors of the Company, the Members of the Company at its (27th) Annual General Meeting (AGM) held on 30th September, 2021 approved the appointment of M/s. Vikash Sultania and Associates (Firm Registration No. 332514E) Chartered Accountants having office at Flat No. 2A, Aimamika Apartment, HB/11 Janapath, Aswaninagar, Baguhati, Kolkata as the Statutory Auditors of the Company, (in place of M/s S. N. Roy & Co., Firm Registration No. 313054E) Chartered Accountants of the Kolkata) for a term of five years commencing from the financial year 2021-22, to hold office from the conclusion of the 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting, to be held in year 2026 on such remuneration may be approved by the Board of Directors. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act 2017 w.e.f. 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing AGM
There are no qualification(s), reservation(s) or adverse remarks or disclaimer in the Auditors Report to the Members on the Annual Financial Statements for the financial year ended 31 st March, 2023.
A Secretarial Audit was carried out by the Secretarial Auditor Ms. Shruti Agarwal, Practicing Company Secretaries (ICSI Membership No. ACS 38797, C.P. No. 14602), pursuant to provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure-3 and forms part of the Directors Report.
EXTRACT OF ANNUAL RETURN (MGT-9_)
Pursuant of section 92 (3), 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Extract of annual Return in Form MGT-9 is uploaded on the website of the Company and also given in Annexure-4.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on the Management Discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of Hie Company is given in Annexure-5, which is annexed hereto and forms a part of the Boards Report.
There are no Significant/material orders of Courts/ tribunal/regulation affecting the Companys going concern status.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (186)
No Loans, Guarantees and investments as required under section 186 of the Companies Act, 2013 are made during the financial year 2022-23.
The Company did not invite or accept any deposit from the public under Section 73 of the CompaniesAct, 2013.
PARTICULARS AS PER SECTION 134131 OF THE COMPANIES ACT, 2013
As the Company is engaged in financial services activities and there is no earning and outgo of foreign exchange, the disclosure required u/s 134(3)(m) of the CompaniesAct, 2013 and Rules 8 (3) of The Companies (Accounts) Rules, 2014 is not applicable.
DETAILS INRESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companys internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by Hie Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.
PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to constitute a CSR committee, formulate the policy and spent amount on Corporate Social Responsibility.
DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT. 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
In accordance with the provisions of Section 197( 12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors Report and forms part of this report. The Ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company do not involve in any manufacturing or processing activities, the particulars as required under Section 134(3)(m) of the Companies Act, 2013 read withRule 8(3) of the Companies (Accounts)Rules, 2014 regarding conservation of energy and technology absorption are not applicable. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2022-2023.
In its endeavor to improve investor services, your Company has taken the following initiatives:
• An Investors and information Section on die website of the Company vwwv.vintaqe-securities.com has been created.
• There is a dedicated e-mail id email@example.com for sending communications to the Authorized Person or the Company Secretary.
The Board members have affirmed diat compliance with all the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI).
DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT. 2013
Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on die Company.
As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by theMinistry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail addresses previously registered with the DPs and RTAs.
To support the ‘Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MC A Circulars and SEBI Circular, copies of the Notice of the 29th AGM andthe Annual Report of the Company for the financial year ended 31st March, 2023 including therein the Audited Financial Statements for the financial year 2022-23, the aforementioned documents are being sent only by email to the Members. A newspaper advertisement in this regard has also been published andintimated to the Members of the Company.
The Board express its deep gratitude and thanks to the regulatory authorities, clients, bankers, business associates and shareholders for their valuable contribution towards the progress of the Company.
Statements forming part of the Management Discussion and Analysis covered in this report may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. The Company takes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.
|For Vintage Securities Limited||For Vintage Securities Limited|
|Dinesh Kumar Pandey||Moul Shree Jhunjhunwala|
|DIN: 01676842||DIN: 00185781|
Date: 05,h May, 2023