virya resources ltd share price Directors report


Dear Members,

Your directors have pleasure in presenting the 37th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2023.

Financial Results:

Your directors report the operational results of the Company for the year ended 31st March 2023, the details of which are as under:

Rs. In Lakhs

Particulars FY 2022-23 FY 2021-22
Gross Income 95.00 188.00
Profit Before Interest and Depreciation 57.74 114.41
Finance Charges - -
Gross Profit 57.74 114.41
Provision for Depreciation - -
Net Profit Before Tax 57.74 114.41
Provision for Tax 9.00 29.00
Net Profit After Tax 48.74 85.41

Review of Operations:

The Company has reported turnover of Rs.95.00 Lakhs in 2022-23 with a decline of 57% as compared to previous Financial Year. Due to Covid-19 pandemic our company couldnt able to execute the works on hand fully. Despite decrease in turnover, the net profits after taxes has decreased to Rs 48.74 Lakhs in FY 2021-22 as against Rs 85.41 Lakhs in the previous financial year.

Dividend:

The Company proposes to retain profits of the current year for companys future plans and developments. Hence, your directors have not recommended dividend for the Financial Year 2022-23.

Board Meetings:

During the financial year 2022-23 the Board met Eight times on 24-05-2022, 30-052022, 13-08-2022, 30-08-2022, 17-09-2022, 14-11-2022, 12-12-2022 and 14-02-2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

Meetings held and attended:

Name of the Director

Number of Board Meetings

Held Attended
Smt. Ratna Kumari Pulakanam 5 5
Shri. Nanchraiya Shiva Rama Krishna Pulakanam 5 5
Shri. Valavala Subrahmanyam Venkata 8 8
Shri. Candra Winoto Salim 3 3
Shri. Arudji Kiswanto 8 8
Shri. Sukhdev Singh 2 2
Shri. Sankaran Subramaniam 2 2

Directors and Key Managerial Personnel:

Mrs.Priyanka Baldewa, the Wholetime Company Secretary (KMP) of the company had resigned from the office with effect from on 13-08-2022.

Mr. Sukhdev Singh and Mr.Candra Winoto Salim had been appointed as Directors of the company wef 17-09-2022.

Mr. Sankaran Subramaniam has been appointed as CFO (KMP) wef 14-11-2022.

Declaration from Independent Directors on Annual Basis:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

Composition of the Audit Committee:

S.No Members of the Audit committee Designation
1 Shri. Arudji Kiswanto Chairman
2 Shri. Nanchraiya Shiva Rama Krishna Pulakanam Member
3 Shri. Valavala Subrahmanyam Venkata Member
4. Shri. Sukhdev Singh Member

Meetings held and attended:

Name of the Member

Number of Board Meetings

Held Attended
Shri. Arudji Kiswanto 4 4
Shri. Nanchraiya Shiva Rama Krishna Pulakanam 2 2
Shri. Valavala Subrahmanyam Venkata 4 4
Shri. Sukhdev Singh 2 2

Composition of the Nomination and Remuneration Committee:

S.No Members of the Audit committee Designation
1 Shri. Arudji Kiswanto Chairman
2 Shri. Sukhdev Singh Member
3 Shri. Valavala Subrahmanyam Venkata Member

Meetings held and attended:

Name of the Member

Number of Board Meetings

Held Attended
Shri. Arudji Kiswanto 2 2
Shri. Sukhdev Singh 2 2
Shri. Valavala Subrahmanyam Venkata 2 2

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.viryaresources.com under investors/Policies link.

Directors Responsibility Statement:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report and the same has been uploaded on the website of the company at www.viryaresources.com/ investors.html.

Auditors:

M/s. N G RAO & Associates, Chartered Accountants, (Firm Registration No. 009399S) were appointed as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 36th AGM till the conclusion of the 41th AGM of the company to be held in the year 2027.

Secretarial Audit:

Secretarial audit report as provided by Ms. Arpita & Associates, Practising Company Secretary is annexed to this Report as Annexure- I

Qualifications in Audit Reports:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made:

(a) by the Statutory Auditor in their report;

As there are no any qualifications in the Auditors Report, there are no comments by the Board of Directors.

(b) by the company secretary in practice in his secretarial audit report;

As there are no qualifications in the Secretarial Audit Report, there are no comments by the Board of Directors.

Conservation of energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and outgo as required by Section 134 of the Companies Act, 2013 are detailed as below:

Energy conservation: Adequate measures are taken for energy conservation and optimum utilisation of energy.

Technology Absorption: Not Applicable

Foreign Exchange earnings and outgo: Not Applicable

Details relating to Deposits:

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

Internal Financial Controls

The internal financial controls with reference to the Financial Statements for the year ended 31 March, 2023 commensurate with the size and nature of business of the Company.

Particulars of loans, guarantees or investments:

The Company has not given any loans, Guarantee or Provide Security to any other body corporate or person or acquired securities within the meaning of Section 186 of the Companies Act, 2013.

Risk Management Policy:

The Company has been addressing various risks impacting the Company and developed risk policy and procedures to inform Board members about the risk assessment and minimization procedures.

Related Party Transactions:

All the related party transactions are entered in the ordinary course of business. Particulars of Contracts or Arrangements with Related parties at arms length basis referred to in Section 188(1) in Form AOC- 2 as Annexure - II

Secretarial standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Management Discussion and Analysis:

Management Discussion and Analysis Report which forms part of this report is annexed as Annexure - III

Ratio of Remuneration to Each Director:

The Company has not paid remuneration to any of the directors of the Company for the financial year 2022-23.

Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name: Smt. Priyanka Baldewa;

Designation: Company Secretary and Compliance Officer;

Remuneration: 3.60 Lakhs P.A;

Nature of Employment: Wholetime

Company Secretary, Qualification and Experience: B.Com, ACS;

Age: 28; % of shares held: Nil;

Relative to any Director: No

Listing of Securities:

The companys shares are listed with the Bombay Stock Exchange and the Company has complied with all rules, regulations and guidelines of the Stock Exchange.

Evaluation by Board:

The Nomination and Remuneration Committee has carried out the annual performance of the Directors individually as well as the evaluation of the working of its committees. A structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, to fulfill its responsibilities, execution and performance of specific duties etc. The Committee decided that the performance of individual directors and working of the committees is excellent. The Board has carried out the annual performance evaluation of Independent Directors individually. The Board decided that the performance of Independent directors is excellent.

Corporate Governance and Shareholders Information

The compliance of provisions Corporate Governance are not applicable to the Company, neither the paid up capital nor the Net worth of the company has met the threshold limits prescribed under regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Significant and material orders passed by the regulators or courts:

There are no significant & material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Industrial Relations:

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and creativity. The Industrial Relations continued to be peaceful during the year.

Disclosure under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31 March, 2023, the Company has not received any complaint pertaining to sexual harassment.

The Details of Application Made or any Proceeding Pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year:

During the period under review, there was neither any application made nor any proceedings initiated or pending under the Insolvency and Bankruptcy code, 2016.

Details in respect of Frauds reported by Auditors under 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor under sub-section (12) of section 143 other than those which are reportable to the Central Government, and accordingly, the information pursuant to section 134 (3)(ca) of the Companies Act, 2013 as amended vide companies Act, 2015 may treated as Nil.

Acknowledgments:

Your Directors wish to express their grateful appreciation for the cooperation and support received from the Government, Banks, vendors, customers, consultants, auditors, staff and others who have been assisting your Company in the various facets of its operations.

For and on behalf of the Board
VIRYA RESOURCES LIMITED
SD/-- SD/--
VALAVALA SUBRAHMANYAM VENKATA SUKHDEV SINGH
Director Director
DIN - 01029479 DIN - 08623180
Date: 05-09-2023
Place: Hyderabad