vsd confin ltd share price Directors report

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31^st March, 2023.

1. Results of our Operations:

The Companys financial performance for the year ended 31^st March, 2023 is summarized below; (Rs. in Lakhs)

Particulars	FY 2022-2023	FY 2021-2022
Revenue from Operations	-	-
Other Income	12.71	0.04
Total Income	12.71	0.04
Total Expenses	18.03	48.72
Profit Before Tax & Extraordinary Items	(5.32)	(48.68)
Tax Expense
-Current Tax	-	-
-Deferred Tax Liability/fAssets)	(1.38)	(10.51)
Net Profit for the Year	(3.94)	(38.17)

a. Review of operations and affairs of the Company:

During the year under review, the Company has incurred a Net Loss of Rs. 3.94 Lakhs as compared to Net Loss of Rs. 38.17 Lakhs in the previous year. Your Directors are continuously looking for avenues for future growth of the Company.

b. Change in Nature of Business:

During the year under review, there has been no change in the nature of the business of the Company.

c. Dividend:

Your Directors do not recommend any dividend for the financial year under review.

d. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

e. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions ofSection 125(2) ofthe Companies Act, 2013 is not applicable to the Company.

f. Details relating to deposits, covered under Chapter V of the Companies Act, 2013:

Particulars	Details
1 Accepted during the year	NIL
2 Remained Outstanding or unpaid or unclaimed as at the end of the year	NIL
3 Whether there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and the total
amount involved:
a at the beginning of the year	No
b maximum during the year	NA
c at the end of the year	NIL

g. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The Company has not accepted any deposits during the year under review and thus the question of complying with the provisions ofthe Chapter V ofthe Companies Act, 2013 does notarise.

h. Particulars of loans, guarantees or investments:

During the year under review, the Company has not granted any loan or provided any security. The details of Investments made by the Company are provided in Note No. 4 of the Financial Statement. Further the Company has given Corporate Guarantee for the loan taken by M/s Baghauli Sugar and Distillery limited, however in terms of MOU where company has sold its investment in the said M/s Baghauli Sugar and Distillery Limited to M/s Sahara Prime City Limited vide MOU dated 25.08.2011, in terms of the said MOU, the Corporate Guarantee is shifted to M/s Sahara Prime City Limited.

i. Particulars of contracts or arrangements made with related parties:

The Company had not entered into any Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial under review, except to the extent of remuneration to the Key Managerial Personnel. The Policy on Related Party Transaction is available on our website www.vsdconfin.in.

j. Material changes & commitments affecting financial position of the Company, occurring between the end of financial year and the Boards Report date:

There are no material changes or commitments likely to affect the financial position of the Company which in the opinion of your Board has an impact on the functioning and working of the Company. The operations of the Company have effectively been managed and the Management reviews the performance from time to time in order to monitor the business activities of the Company.

k. Variation in Market Capitalization:

It is herewith stated that the suspension in trading of equity shares of the Company at BSE Limited was revoked w.e.f. March 13, 2023 and further there has not been any trading in the script of the company from the date of revocation till the date of this report. Thus, the market capitalization and its variation cannot be determined.

l. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure 1 to this report.

m. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable Indian Accounting Standards have been followed and there are no material departures;

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 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 the Companies Act, 2013 (erstwhile Companies Act, 1956) 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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

n. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at VSD Confin Limited, we focus on all aspects of the employee life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogues through our communication channels to ensure that the feedback reaches the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions 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, is appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further as on 31^st March, 2023 the Company had 1 employee and the Disclosure with respect to details of the Top 10 employees as on 31^st March, 2023 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as mentioned below:

PARTICULARS	I
Name of the Employee	Ms. Priyanka Gangwar
Age	38
Designation	Company Secretary cum Compliance Officer
Nature of Employment	Permanent
Salary drawn p.m. as on 31.03.2023	Rs. 15,000/-
Qualification	CS
Experience in years	14 years
Date of Joining	01-11-2013
Particulars of Previous Employment	Gemini Continental

The Company currently has not provided any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

V Mr. Ashutosh Sharma (DIN: 08198684) - Managing Director

V Mr. Santosh Kumar Gupta (DIN: 00710533) - Executive Director

Mr. Naresh Kumar Rastogi (DIN: 00710087) - Executive Director cum Chief Financial Officer

ii. Company Secretary cum Compliance Officer:

y Ms. Priyanka Gangwar

iii. Chief Financial Officer:

y Mr. Naresh Kumar Rastogi

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At VSD Confin Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the corporate governance requirements as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance for the financial year ended 31^st March, 2023 forms part of this Annual Report and is annexed to this Report as Annexure III.

a. Compliance Department:

Ms. Priyanka Gangwar is the Company Secretary cum Compliance Officer of the Company. The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

The following changes took place in the Composition of Board of Directors of the Company till the date of this report;

i. At the Annual General Meeting held on 30^th September, 2022, the Shareholders approved the following:

V- Rp-annnintmpnt Mr 3anto<;h Kumar Oiinta THIN- 00710.^331 who rptirpH hv rotation at Hip

ii. The Board of Directors at their meeting held on 14^th August, 2023 approved the following:

Mr. Ashutosh Sharma (DIN: 08198684) was re-appointed as the Managing Director of the Company to hold office for a term of 5 years till 13^th August 2028, subject to the approval of the shareholders in the ensuing Annual General Meeting. y Appointment of Ms. Asheema Abhinav Shukla (DIN: 06791567) as the Chairperson of the Company with immediate effect, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

iii. In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company for the approval of the Shareholders of the Company;

y Re-appointment of Mr. Sandeep Srivastava (DIN: 01848386) who retires by rotation, has offered himself for re-appointment;

y Re-appointment of Mr. Ashutosh Sharma (DIN: 08198684) as the Managing Director of the Company fora period of 5 years (i.e., from 14^th August, 2023 to 13^th August, 2028); y Re-appointment of Mr. Santosh Kumar Gupta (DIN: 00710533) as the Executive Director of the Company for a period of 5 years (i.e., from 01^st October, 2023 to 30^th September, 2028); and

y Appointment of Ms. Asheema Abhinav Shukla (DIN: 06791567) as the Chairperson of the Company.

4. Auditors:

a. Statutory Auditor:

At the 39^th Annual General Meeting held on 30^th September, 2022, M/s. Kamal Gupta Associates, Chartered Accountants (Firm Registration No. 000752C), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 39^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2023.

Subsequent to their retirement, M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W), are proposed to be appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the Company to be held in the year 2028.

b. Secretarial Auditors:

M/s. Saurabh Srivastava & Associates, Practising Company Secretaries (Membership No: F7275; COP: 7962) are the Secretarial Auditors of the Company.

The Secretarial Audit Report for the FY 2022-2023 is appended as Annexure IV to this report.

c. Cost Auditors:

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, Cost Audit is not applicable to your Company.

d. Internal Auditors:

The Board of Directors have appointed CA Harish Srivastava (Membership No: 078227) of M/s. Vimal Dixit & Associates, Chartered Accountants (Firm Registration No: 008805C) to carry out Internal Audit under the provisions of Section 138 of the Act for a period of five years from financial year 2020-21 to 2024-25.

e. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

i. by the Statutory Auditors in the Audit Report:

The Statutory Auditors Report does not contain any qualification, reservation or adverse remarks.

ii. by the Secretarial Auditors in the Secretarial Audit Report:

a. The Companys Trading was suspended by BSE during the year under review. However, this suspension of trading has been revoked by BSE with effect from 13^th March, 2023 vide BSE notice dated 3^rd March, 2023.

The Management herewith states that, the script of the Company was suspended from trading on the BSE Platform since many years. The Company has been trying to get the revocation of the suspension issued by BSE from many years and finally all the efforts of the Directors of the Company has paid off and the Company received the approval for revocation of suspension from BSE.

b. Regulation 24A of SEBI (LODR) Regulations, 2015

1. Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.

2. Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year.

The Company has not submitted Annual Secretarial Compliance Report to stock exchange during the audit period.

The Management herewith states that the Companys trading was suspended by BSE during the year under review. However, this suspension of trading was revoked by BSE with effect from 13^th March, 2023 vide BSE notice dated 03^rd March, 2023. The above suspension was on account of various non-compliances, which the management has tried its best to rectify and comply. The Management further states that, it shall cause to submit the Annual Compliance report for the previous financial year ended 31^st March, 2022 at the earliest.

c. Regulation 29 of SEBI (LODR) Regulations 2015,

1. The listed entity shall give prior intimation to stock exchange about the meeting of the board of directors in which any of the following proposals is due to be considered:

(a) financial results viz. quarterly, half yearly, or annual, as the case may be;

(b) proposal for buyback of securities

(c) proposal for voluntary delisting by the listed entity from the stock exchange(s);

(d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price

(e) declaration/recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend

(f) the proposal for declaration of bonus securities

2. The intimation required under sub-regulation (1), shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting:

Provided that intimation regarding item specified in clause (a) of sub-regulation (1), to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors.

As per the information provided and our verification from the BSE website, the Company has not given any prior intimation to Stock exchange about the meeting of the board of directors in which financial results viz. quarterly, half yearly, or annual, as the case may be, was due to be considered. Hence, conditions of clause (a) of this Regulation was not met.

The Management herewith states that the Companys trading was suspended by BSE during the year under review. However, this suspension of trading was revoked by BSE with effect from 13^th March, 2023 vide BSE notice dated 03^rd March, 2023. The above suspension was on account of various non-compliances, which the management has tried its best to rectify and comply. The Management further states that, it shall undertake to comply with the provisions of Regulation 29 on time, moving forward.

d. Regulation 34 of SEBI (LODR) Regulations, 2015;

1. The listed entity shall submit to the stock exchange and publish on its website:-

(a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders;

(b) in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting

Notice of Annual General Meeting was issued to the shareholders of the Company on 5^th September 2022 whereas, Company had submitted its Annual Report on 6^th December, 2022 with BSE. Accordingly, provisions of Regulation 34(l)(a)was not met.

The Management herewith states that the Companys trading was suspended by BSE during the year under review. However, this suspension of trading was revoked by BSE with effect from 13^th March, 2023 vide BSE notice dated 03^rd March, 2023. The above suspension was on account of various non-compliances, which the management has tried its best to rectify and comply. The Management further states that, it shall undertake to comply with the provisions of Regulation 34 on time, moving forward.

e. Regulation 36 of SEBI (LODR) Regulations, 2015

1. The listed entity shall send the annual report in the following manner to the shareholders not less than twenty-one days before the Annual General Meeting:

(a) Soft copies offull annual report to all those shareholders) who have registered their email addresses;

(b) Hard copy of statement containing the salient features of all the documents, as

prescribed in Section 136 of Companies Act, 2013 or rules made thereunder to

those shareholder(s) who have not so registered;

(c) Hard copies offull annual reports to those shareholders, who request for the same.

Further, SEBI, vide Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13* May, 2022 provided relaxations from the requirement of Regulation 36 (1 )(b) of SEBI (LODR) Regulations, 2015 relating to dispatching hard copy of Annual Report

As per the records presented before us, we report that the Company has not dispatched its Annual Report and notice of AGM for the FY 2021-22 to the shareholders of Company. Hence, conditions prescribed under Regulation 36(l)(a)was not met

The Management herewith states that the Company has sent the hard copies of the annual report to all its shareholders and had published advertisement in newspaper for AGM and also posted notice of AGM on Companys website. However, the Management has misplaced the proof of dispatching the notice of AGM. The Management is in the process of looking for the same and will submit the same to auditors in due course.

f. Pursuant to Circular No CIR/ISD/3/2011 of SEBI dated June, 17, 2011; Shareholding of promoter / promoter group must be in dematerialized mode. All the promoters got their shareholding of 27,82,500 equity shares in Dematerialised by September 2022.

The abovementioned observation is self-explanatory and does not need any response.

f. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

g. Internal Financial Control:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

h. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company can be viewed on our website: https://vsdconfln.ln/pollcles/.

5. Subsidiaries, Associates and :oint Ventures:

The Company neither has any Subsidiary/Associate Company nor does it have Joint Venture with any entity.

6. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all Companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during the immediately preceding financial year are required to constitute a CSR committee and since our Company does not meet the criteria as mentioned above, the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

i. Energy Conservation:

	Conservation of energy continues to receive
The steps taken or impact on	increased emphasis and steps are being taken to
conservation of energy	reduce the consumption of energy at all levels. The
	Company has taken steps to conserve energy in its
k The steps taken by the Company for	office use, consequent to which energy consumption
utilizing alternate sources of energy	had been minimized. No additional Proposals/
	Investments were made to conserve energy. Since the
	Company has not carried on industrial activities.
The capital investment on energy	disclosure regarding impact of measures on cost of
conservation equipments	production of goods, total energy consumption, etc, is
	not applicable.
ii. Technology Absorption:
The efforts made towards technology
absorption
The benefits derived like product	Not Applicable
b improvement, cost reduction, product
development or import substitution
In case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year):
(aj The details of technology imported
c (bl The year of import	NIL
(c) Whether the technology been fully
absorbed
(d) If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof
d The expenditure incurred on Research	The Company has not conducted any research and
and Development.	development activity during the year under review.

 

iii. Foreign Exchange Earnings and Outgo:
Particulars	2023	2022
Earnings	-	-
Expenditure	-	-

7. Others:

a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published in the website of the Company which can be accessed through the following link https://vsdconfin.in/investor-relation/

b. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking Loan from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

c. Details of Application made or any Proceeding Pending under the Insolvency and Bankrupt Code, 2016 (31 Of 2016) during the year along with their status as at the end of the Financial Year:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

e. Disclosure of Certain types of Agreements binding the Listed Entity:

Information required to be disclosed under clause 5A of Paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: The Company has not entered into any agreements which could impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

f. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

g. Issue of Equity Share Capital:

During the financial year under review the Company has not made any further issue of shares and the share capital remains same as at the end of previous year.

h. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Issue of Bonus Shares.

iv. Issued any securities that are convertible into equity shares at a future date and nor any such shares are outstanding previously.

v. Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.

vi. Redemption of Preference Shares and/or Debentures.

vii. Buyback of any of its securities.

viii. As at the end of the previous financial year, none of the Directors of the Company held instruments convertible into equity shares of the Company.

8. Cautionary Statement:

Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the Companys operations, but it is not exhaustive as they contain forwardlooking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events maybe materially different from the views expressed herein.

9. Acknowledgement:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

	BY ORDER OF THE BOARD OF DIRECTORS
	FOR VSD CONFIN LIMITED Sd/-	Sd/-
	ASHUTOSH SHARMA	SANTOSH KUMAR GUPTA
Date: 01.09.2023	(DIN: 08198684)	(DIN: 00710533)
Place: Lucknow	MANAGING DIRECTOR	DIRECTOR