Vishal Bearings Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 33RD ANNUAL REPORT OF VISHAL BEARINGS LIMITED (the "Company") along with the audited Financial Statements for the financial year ended 31st March 2024 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Companys financial results for the Financial Year 2023-2024 is as under:

	For the year ended March 31
Financial Particulars	2024	2023
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations	9870.33	11551.43
Other Incomes	9.24	4.40
Total revenues	9879.57	11555.83
Cost of Material consumed	5971.37	6732.11
Changes in Inventory	(225.36)	(173.94)
Employee Benefit expense	1530.92	1359.83
Finance Costs	345.27	425.30
Depreciation and amortization expense	501.88	469.54
Other expenses	1596.83	1654.77
Total Expenses	9720.90	10467.61
Profit before tax	158.67	1088.22
Tax expense	48.13	286.73
Profit for the year	110.54	801.49

PERFORMANCE REVIEW

The Companys revenue from operations for the year under review is Rs.9870.33 lakhs as compared to Rs.11551.43 lakhs in the previous year. The Profit after Tax is at Rs.110.54 lakhs as compared to Rs.801.49 lakhs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial Year 2023-2024.

TRANSFER TO RESERVES

In view of the profit incurred, such an amount has been transferred to reserves during the year under review.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended March 31, 2024.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2024, stood at Rs. 10.79 crore. During the year under review, the Company has neither issued shares with differential voting rights, nor granted stock options, nor sweat equity and none of the Directors of the Company hold any convertible instruments.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to dematerialization of shares, the company has entered into an agreement with NSDL & CDSL. As on March 31, 2024, 100% of the share capital of the company is dematerialized.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 ["the Act"], the Directors of the

Company, to the best of their knowledge and ability, confirm that:

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

(b) they have 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 as at 31st March, 2024, and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care 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;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the Board of Directors is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

NUMBERS OF DIRECTORS

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint 06 (six) directors including one woman director on its Board, out of them half of the Board should consist of non-executive independent directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

1. Managing Director	Mr. Dilip Changela
2. Whole time director	Mr. Diveshkumar Changela
3. Whole time director	Mr. Vijay Changela
4. Chief Financial Officer	Mr. Vishal Changela
5. Company Secretary	Mr. Ketankumar Savaliya

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 33rd Annual General Meeting.

BOARD MEETINGS

The Board of Directors met five (05) times during the financial year 2023-24. The meetings were held on May 30, 2023, August 14, 2023, August 28, 2023, November 11, 2023, and February 12, 2024. In order to transact business, approval of the Board/Committees, which were noted at the subsequent meeting of the Board /Committees, as the case may be.

Further details regarding meetings of the Board and Committees are furnished in the Corporate Governance Report, which forms part of the Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, the Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from all directors on the basis of criteria such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of board processes and performance of specific duties, obligations and governance. The performance of the Committees was evaluated by the Board on the basis of criteria such as composition of committees, effectiveness of committee meetings, etc,. The individual Directors were evaluated on parameters such as level of engagement and contribution of the individual director to the Board and committee meetings, independence of judgment, etc,.

In a separate meeting of the independent directors held on March 30, 2024, the performance of the non-independent directors and Board was reviewed, and performance of Chairman of the Company was reviewed after taking into account views of Executive Director. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25(8) of the Listing Regulations that they are not aware of any circumstance 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. The independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of

Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms a part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to the composition of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND INITIATIVES

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) committee and has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act. VBL firmly believes in growing the business in a socially and environmentally responsible way while meeting the interests of all its stakeholders. Our Company is committed to improving the lives of the community it works with and reducing the impact of its operations on the environment it draws its resources from. The details of CSR activities undertaken during the Financial Year 2023-2024, as required under Rule 8 of the Companies (CSR) Rules, 2014, are annexed as Annexure and forms part of this report.

STATUTORY AUDITORS

M/S. SVK & Associates, Chartered Accountants, (Firm Registration No. 118564W) re- appointed as Statutory Auditor of the company to hold office for the financial Year 2023-2024 and the Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Sections 139, 142 of the Act read with Companies (Audit & Auditors) Rules, 2014, M/S. Anil Parekh & Co. were appointed as the Statutory Auditors of the Company by the shareholders for a term of five consecutive years, from the conclusion of the 33rd Annual General Meeting (AGM) of the Company till the conclusion of the 38th Annual General Meeting to be held in the year 2029, subject to ratification of their appointment at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away with pursuant to the Companies (Amendment) Act, 2017.

M/S. SVK & Associates, Statutory Auditor of the company resigned w.e.f. May 14, 2024, and M/S. Anil Parekh & Co. were appointed as the Statutory Auditors of the Company w.e.f. May 14, 2024. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

AUDITORS REPORT

Auditors Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanations.

COST AUDITOR

On the recommendation of the Audit Committee, and in compliance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed M/s. M.C. BAMBHROLIYA & ASSOCIATES, Cost Accountants, Rajkot to conduct the audit of the cost records of the Company for the financial year ending on 31st March 2025.

SECRETARIAL AUDITOR

The Board had appointed CS K.P. GHELANI & ASSOCIATES, Practicing Company Secretary (FCS 33400, CP No. 12468), to conduct Secretarial Audit of the Company for the financial year ended on 31st March 2024. The Secretarial Audit Report (‘Form No. MR-3) for the financial year ended on 31st March 2024 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification/ adverse remark/observation.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed M/S. P. GHANSHYAM & CO., Chartered Accountants as Internal Auditors for Financial Year 2024-2025. Internal Auditor submits his report to the Audit Committee on a quarterly basis.

Based on the report of the internal auditor, the management undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report and marked as Annexure-V. The certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.P. Ghelani & Associates, Practicing Company Secretary (FCS 33400, CP No. 12468) is also attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report and various initiatives and future prospects of the Company for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. No material contract/arrangement/transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on the Companys website. Your directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed to this Report.

RISK MANAGEMENT

The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may adversely affect the various Divisions of the Company. The Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for monitoring, mitigating and minimization of the said risks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made, given or provided any loans or investment or guarantee or security to any person or body corporate under the provisions of Section 186 of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the

Annual Return as on 31st March, 2024, is available on the Companys website and that can be accessed at https://www.vishalbearings.com By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to Remuneration in terms of remuneration drawn, as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee ["ICC"] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2023-24:

a) Number of complaints received during the financial year :	Nil
b) Number of complaints disposed of during the financial year :	Nil
C) Number of complaints pending as on end of the financial year :	Nil

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed to this Report.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31st March 2024.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2023-24, no order has been Director passed by any regulatory authorities or Courts impacting the going concern status and Companys operations in future.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company, to report to the Chairman of the Audit Committee of the Company, genuine concerns or grievances about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy also provides adequate safeguards against victimization. The whistle blower policy may be accessed on the Companys website.

Under the policy, the Directors and employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee. During the year under review, the Company has not received any complaints under the said mechanism.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Associates or Joint Venture Companies and hence preparation of Consolidated Financial Statements and Statement containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior

Management and the same is available on the Companys website.

All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26(3) read with part D of the Schedule V of the SEBI (LODR) Regulations, 2015 signed by Managing Director.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNEXURES FORMING PART OF THIS ANNUAL REPORT

Annexure	Particulars
I	Secretarial Audit Report
II	Form No. AOC-2
III	Particulars of Employees
IV	Statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
V	Corporate Social Responsibility activities
VI	CEO/CFO Certifications

CAUTIONARY STATEMENT

Statements in this ‘Directors Report and ‘Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in the Government regulations, tax regimes, economic developments, unforeseen situations like pandemic within the country in which your Company conducts business and other ancillary factors.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Companys employees, customers, vendors, investors, alliance partners, business associates, bankers for their continuous support given by them to the Company and their confidence reposed on the management. The Directors also thank the Central and the State Governments in India, Governments of the countries where the Company has operations and concerned Government departments and agencies for their continued co-operation. The Directors acknowledge the unstinted commitment and valuable contribution made by all members of the vishal Bearings family.

	For and on behalf of the Board of Directors
	VISHAL BEARINGS LIMITED
Date: 15.07.2024
Place: Shapar, Rajkot
	Sd/-
	DILIP G. CHANGELA
	Chairman & MD
	DIN: 00247302