TO
THE MEMBERS
VITAL COMMUNICATIONS LIMITED
Your Directors are pleased to present the 22nd Annual report of your Company
with the Audited Accounts for the year ended on 31st March, 2017:
FINANCIAL RESULTS:
| Particulars |
For the year ended March 31 2017 |
For the year ended March 31 2016 |
| Total Income |
- |
- |
| Profit/(Loss) before tax |
(412,395) |
(654,491) |
| Deferred Tax |
(30,424) |
(36,380) |
| Profit/(Loss) after tax |
(442,819) |
(690,871) |
| Profit/(Loss) adjusted |
0.00 |
0.00 |
| Profit/(Loss) carried to Balance Sheet |
(442,819) |
(690,871) |
PERFORMANCE REVIEW
During the year under review, the Companys incurred a loss of Rs. 442,819/- as against
loss of Rs. 690,871/- in 2015-16.
RESERVE AND SURPLUS
The amount of Rs. (442,819/-) is being transferred in the reserve and Surplus as the
Current year loss. DIVIDEND
No Dividend has been declared for the year ended March 31, 2017.
FUTURE PROSPECTS
The Company has been working for the expansion of its Communication Business and has
succeeded to spread its functions. The Company keeps the influence and enthusiasm to
survive successfully in the Market and expanding its functions and flourishing with
immense growth rate.
PUBLIC DEPOSIT
The Company has not accepted any deposits during the year under review.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as
Annexure I. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is presented in the separate section and
forms an integral part of the Annual Report and attached as annexure II.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance is attached to the report as an Annexure III.
Certificate from the Statutory Auditors of the company M/s G.P. KESHRI & ASSOCIATES,
Chartered Accountants, confirming the compliance with the conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached to this report as Annexure - III.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Sumit Gupta & Associates, Company Secretaries, to undertake the
Secretarial audit of the Company for the Financial Year 2016-17 and the report is attached
herewith as Annexure IV.
With respect to the qualifications, the Company is searching the best candidate for the
post of Company Secretary and Chief Financial officer, and would try to intimate and file
the required information/compliances timely and effective steps has been taken to comply
the qualifications as reported by the Secretarial Auditor
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2016 -17 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
RISK MANAGEMENT POLICY
Therefore, in accordance with the provisions of the Companies Act, 2013, the Board
members were informed about risk assessment and minimization procedures after which the
Board formally adopted steps for framing, implementing and monitoring the risk management
plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
CAPITAL STRUCTURE
There is no change in the capital structure of the company during the financial year
2016-2017.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2017, provision of
section 129 of the Companies Act, 2013 is not applicable.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present, hence no consolidated financial
statements have been prepared.
PARTICULAR OF EMPLOYEES
The prescribed particulars of Employees 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 is annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
CHANGE IN THE COMPOSITION OF BORAD OF DIRECTORS
During the year under review, Mr. Roop Singh and Ms. Kalpana has been Appointed as
Additional Director of the company with effect from 01st August, 2016 and Ms.
Shubha Jindal has resigned from the post of Directorship w.e.f 01st August,
2016.
Further, Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14th
February 2017 and Ms. Nikita Mor has been appointed as the Company Secretary of the
company w.e.f 01st July 2017.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
c) Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing
Agreement, the Board has carried out annual performance evaluation of its own performance,
the directors individually as well the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholder committee. The manner in which the evaluation has been
carried out has been explained in Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS BOARD MEETINGS
During the year Board Meetings were convened and held. The details of which are given
below. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
| S. No. |
Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
| 1. |
28th May, 2016 |
3 |
3 |
| 2. |
1st August, 2016 |
4 |
4 |
| 3. |
13th August, 2016 |
4 |
4 |
| 4. |
29th August, 2016 |
4 |
4 |
| 5. |
30th August, 2016 |
4 |
4 |
| 6. |
01st September, 2016 |
4 |
4 |
| 7. |
22nd September, 2016 |
4 |
4 |
| 8. |
01st October, 2016 |
4 |
4 |
| 9. |
12th November, 2016 |
4 |
4 |
| 10. |
01st February, 2017 |
4 |
4 |
| 11 |
13th February,2017 |
4 |
4 |
| 12. |
14th February,2017 |
3 |
3 |
| 13. |
23rd February, 2017 |
3 |
3 |
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2016-17
There is no Extraordinary General Meeting Convened during the Financial Year 2016-17. COMPOSITION
AND MEETINGS OF AUDIT COMMITTEE
During the year ended on 31st March, 2017, the composition of Audit
Committee has been as under:
| a) Mr. Shubha Jindal* |
(Chairperson) |
| b) Mr. Shyam Sunder Sabharwal |
(Member) |
| c) Mr. Manoj Kumar * |
(Member) |
| d) Mr. Roop Singh* |
(Member) |
| c) Mr. Kalpana* |
(Chairperson) |
The Chairman of the Audit Committee is Ms. Kalpana.
During the financial year 2016-17, Four (4) meeting of Audit Committee was held i.e.
28.05.2016, 13.08.2016, 12.11.2016 and 13.02.2017
*During the year under review, Mr. Roop Singh and Ms. Kalpana has been Appointed as
Additional Director of the company with effect from 01st August, 2016 and Ms.
Shubha Jindal has resigned from the post of Directorship w.e.f 01st August,
2016. Further, Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14th
February 2017
COMPOSITION AND MEETINGS OF NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements), 2015.
COMPOSITION
| a) Mr. Shubha Jindal* |
(Member) |
| b) Mr. Shyam Sunder Sabharwal |
(Chairman) |
| c) Mr. Manoj Kumar * |
(Member) |
| d) Mr. Roop Singh* |
(Member) |
| c) Mr. Kalpana* |
(Chairperson) |
The Chairman of the Nomination and Remuneration Committee is Ms. Kalpana.
During the financial year 2016-17, Four (4) meeting of Nomination and Remuneration
Committee was held i.e. 28.05.2016, 13.08.2016, 12.11.2016 and 13.02.2017
*During the year under review, Mr. Roop Singh and Ms. Kalpana has been Appointed as
Additional Director of the company with effect from 01st August, 2016 and Ms.
Shubha Jindal has resigned from the post of Directorship w.e.f 01st August,
2016. Further, Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14th
February 2017
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial
year 2016-17 on 28.05.2016, 13.08.2016, 12.11.2016, and 13.02.2016 and following is the
composition:
COMPOSITION
| a) Mr. Shubha Jindal* |
(Chairperson) |
| b) Mr. Shyam Sunder Sabharwal |
(Member) |
| c) Mr. Manoj Kumar * |
(Member) |
| d) Mr. Roop Singh* |
(Member) |
| c) Mr. Kalpana* |
(Chairperson) |
The Chairman of the Stakeholder Relationship Committee is Ms. Kalpana.
*During the year under review, Mr. Roop Singh and Ms. Kalpana has been Appointed as
Additional Director of the company with effect from 01st August, 2016 and Ms.
Shubha Jindal has resigned from the post of Directorship w.e.f 01st August,
2016. Further, Mr. Manoj Kumar has also resigned from the post of Directorship w.e.f 14th
February 2017
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual,
temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board
have on the recommendation of the Nomination & Remuneration Committee framed a Policy
for Selection and appointment of Directors, senior management and their Remuneration.
AUDITORS
In the 21st Annual General Meeting of the company, appointment of M/s.
Ranjan Gupta &Associates, Chartered Accountants (FRN 17319N), were ratified as the
Statutory Auditors of the Company for the financial year 2016-2017. The Report given by
the Statutory Auditors for the Financial Statements for the year ended March 31, 2017 read
with explanatory notes thereon do not call for any explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.
Further at the 22nd Annual General Meeting of company, the appointment of
M/s RANJAN GUPTA & ASSOCIATES, as Statutory Auditor of the Company for the period of
five year commencing from the conclusion of this Annual General Meeting of the company at
remuneration to be decided mutually is placed for the approval of shareholders.
CHANGE THE REGISTERED OFFICE
During the year under review, the company has changed its registered office from 606,
Kailash Building, Kasturba Gandhi Marg, Connaught Place, New Delhi 110001 to Office
No.323, third floor, Vardhman Fortune Mall, G.T. Karnal Road, Near Gujarawala Town, Delhi
-110033 with effect from 01st September 2016.
Further, the company has changed its registered office from Office No.323, third floor,
Vardhman Fortune Mall, G.T. Karnal Road, Near Gujarawala Town, Delhi -110033 to 3G Gopala
Tower, Rajendra Place, New Delhi-110008 with effect from 01st February 2017
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
On 31st July, 2014, SEBI has passed order no. WTM/RKA/IVD/ID-08/72- 95/2014 dated July
31, 2014 restrained the Company from accessing the securities market and are further
prohibiting them from buying, selling or otherwise dealing in the securities market,
either directly or indirectly, or being associated with the securities market in any
manner, whatsoever, for the period of 3 years.
In this regard, we would like to inform you that the period of 3 year has elapsed on 30th
July, 2017. Now the company is free to access securities market or buying, selling
or otherwise dealing in the securities market, either directly or indirectly, or being
associated with the securities market in any manner, whatsoever.
AUDITORS OBSERVATIONS / QUALIFICATIONS
The Auditors observations / qualifications are detailed in the Auditors Report annexed
hereto are self explanatory and be read together with the notes to the accounts in the
Schedule annexed to the Account.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS RESPONSIBILITY STATEMENTS
The directors report that
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The Directors 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 at the end of the financial year and of
the profit and loss account of the company for that period.
iii) The Directors have 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) 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.
AKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from the cooperative banks, Government Authorities, customers,
vendors and, members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Companys
executives, Staff.
| Date: 30.08.2017 |
|
|
| Place : Delhi |
|
BY ORDER OF THE BOARD |
|
For VITAL COMMUNICATIONS LIMITED |
|
SD/- |
SD/- |
|
SHYAM SUNDER SABHARWAL |
ROOP SINGH |
|
DIRECTOR |
DIRECTOR |
|
DIN: 01912767 |
DIN: 07304997 |
+91-9892691696
