| Dear Members,
The Directors have pleasure in presenting the 28th Director's Report
of your Company together with the Audited Statement of Accounts and the
Auditors'
Report of your company for the financial year ended, 31st March, 2015.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
(a) (Amount in Rs.)
Particulars Current year Previous Year
Income From Operations 2275700.00 1848990.00
Total Income 2275700.00 1848990.00
Depreciation 13325.00 -
Tax
Current Tax 82055.00 169578.00
Deferred Tax 1486.00 -
Profit/(Loss) after Tax 242727.00 345303.00
Earnings per share ft)
Basic 0.06 0.17
Diluted 0.06 0.17
(b) During the year, your Company recorded Total Income of Rs.
22,75,700.00/ -(previous year Rs.18,48,990.00/-), representing an
increase of 23.00% over the previous year. The Company recorded a Net
Profit of Rs. 2,42,727.00/- during the financial year ended 31st March,
2015 as compared to a Net Profit of Rs.3,45,302.40/- in the previous
year.
(c) During the year, the Company raised further capital by issuing
21,00,000 Equity shares of Rs.10/- each for cash at par, aggregating
Rs. 2,10,00,000.00/- on the Preferential Allotment Basis. After the
above issue, the total paid up share capital of the Company stands at
Rs. 4,11,98,000. The proceeds were utilized towards Business Expansion
and Growth.
(d) Transfer to Reserves in Terms of Section 134 (3) (j) of the
Companies Act, 2013
No amount is being carried to the General Reserves.
(e) Transfer to Statutory Reserves
For the financial year ended 31st March, 2015, the Company is proposed
to carry an amount of Rs. 16,411.00/- to Statutory Reserve Account as
required under the provisions of Section 45IA of RBI Act.
(f) Dividend
Your Directors do not recommend any dividend for the year ended 31st
March, 2015.
(g) Highlights of the Year
During the year the equity capital of the Company got listed at the
Bombay Stock Exchange, having scrip no. 538918 and the trading in the
shares commenced from 28/01/2015.
(h) Material Changes and Commitments
There are no material changes from the end of Financial Year till the
date of this report.
2. PUBLIC DEPOSITS
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of Chapter V of the
Companies Act, 2013 and under provision of Section 45-IA of the RBI
Act, 1934.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Changes in Directors and Key Managerial Personnel during the year
During the year under review Mr. Kuldeep Singh (DIN: 02258500), the
Whole time Director of the Company, resigned from the Directorship of
the Company with effect from 17th July, 2015. Your Directors would like
to place on record their appreciation of the services rendered by him
during his tenure.
On recommendation of the Nomination and Remuneration Committee, the
Board appointed Mr. Divesh Kumar Bajaj, (DIN: 01118288) as the Managing
Director of the Company, for a period of three years from 17th July
2015. Further the Board of Directors on 7th August 2015 appointed him
as CFO of the Company.
Mr. Vidya Sagar Bhatia (DIN: 00444141) was re-designated as Independent
Non Executive Chairman of the Company w.e.f. 17th July 2015, he shall
act as the Chairman till the currency of his tenure as the Independent
Director.
Mr. Gaurav Mutreja (DIN: 00708580) was appointed as the Independent
Director on 7th August 2015, in terms of the provisions of section 149,
further the Board recommends his appointment in the ensuing AGM.
Mr. Praveen Kumar (ACS 32898) resigned from the post of Company
Secretary of the Company w.e.f. 17th July 2015.
(b) Retirement by rotation
In accordance with the provisions of Section 152(6) of the Act and the
Articles of Association of the Company, Mr. Mukesh Kumar Sukhija (DIN:
01038078) will retire by rotation at the ensuing Annual General Meeting
('AGM') of the Company and, being eligible, offers himself for
re-appointment. Your Board has recommended his re- appointment.
(c) Declaration of Independence by the Independent Directors
The Independent Directors of your Company have confirmed that they meet
with the criteria of Independence as prescribed under Section 149(6) of
the Act read with Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Framework for Familiarization Programme for the Independent Directors
is made available on the website of the Company at weblink
http://www.vanicommercials.com/wp-content/uploads/2015/ 05/2-PAGES.pdf
(d) Attributes, qualifications and appointment of Directors
The Nomination and Remuneration Committee has adopted the attributes
and qualifications as provided in Section 149(6) of the Act and Rule 5
of the Companies (Appointment and Qualification of Directors) Rules,
2014, in respect of Independent Directors. The Committee has also
adopted the same attributes and qualifications, to the extent
applicable, in respect of Non-Independent Directors.
All the Non-Executive Directors of the Company, fulfil the fit and
proper criteria for appointment as Directors. Further, all Directors
of the Company, other than Independent Directors, are liable to retire
by rotation. One-third of the Directors who are liable to retire by
rotation, retire every year and are eligible for re-election.
(e) Remuneration Policy
The Board, on the recommendation of the Nomination and Remuneration
Committee, approved the Remuneration Policy for the Directors, Key
Managerial Personnel and other employees of the Company, a copy of
which is enclosed as Annexure: I to this Report.
(f) Board Evaluation
The Board carried out annual performance evaluation of its own
performance and that of the individual Directors as also functioning of
the Board Committees, as required in terms of Section 134 (3) (p) of
the Act. The performance evaluation of the Board and individual
Directors was based on criteria approved by the Nomination and
Remuneration Committee. The Directors expressed their satisfaction with
the overall evaluation process.
4. NUMBER OF BOARD MEETINGS
During the year ended 31st March, 2015, 11 (Eleven) meetings of the
Board were held. The Details of which are given below:
S. Date of Total No. No. of Directors
No Board Meeting of Directors attending the
Board Meeting
1. 29th April 2014 4 4
2. 7th May 2014 4 4
3. 30th May 2014 4 4
4. 27th June 2014 4 4
5. 14th August 2014 6 6
6. 11th October 2014 6 5
7. 28th November 2014 5 5
8. 26th December 2014 5 5
9. 19th January 2014 5 5
10. 30th January 2015 5 5
11. 21st March 2015 5 5
5. BOARD COMMITTEES
Presently, the Company has three Board Committees with the following
members:
Audit Committee Mr. Vidya Sagar Bhatia, Chairman
Mr. Divesh Kumar Bajaj, Member
Mr. Gaurav Mutreja, Member
Nomination and Mr. Vidya Sagar Bhatia, Chairman
Remuneration Committee Ms. Pooja Bhatia, Member
Mr. Gaurav Mutreja, Member
Shareholders/ Investor's Mr. Vidya Sagar Bhatia, Chairman
Grievance Committee Mr. Mukesh Kumar Sukhija, Member
Mr. Gaurav Mutreja, Member
6. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act, your Directors confirm
having: -
i) followed in the preparation of the Annual Accounts, the applicable
Accounting Standards with proper explanation relating to material
departures, if any;
ii) 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 of the Company for that
period;
iii) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities;
iv) prepared the Annual Accounts on a going concern basis; and
x) proper systems have been devised to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
vi) having laid down the internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively.
7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary, associate or joint venture.
8. LISTING INFORMATION
The Equity Shares of the Company are listed at Bombay Stock
Exchange. The equity shares of the Company were also listed at Gauhati
Stock Exchange and the Uttar Pradesh Stock Exchange, however both
the Stock Exchanges have been Derecognized by SEBI hence non
operational.
The payment of Listing fees for year 2015-16 has been made to Bombay
Stock Exchange.
9. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL, the ISIN
allotted to the Company is INE661Q01017.
10. REPORT ON CORPORATE GOVERNANCE
In terms of SEBI Circular No. CIR/CFD/POLICY/CELL/7/2014 dated 15th
September 2014 the provision of Clause 49 of the Listing agreement are
applicable to all listed entities having a paid up share capital of Rs.
10 crores and above or net worth of Rs. 25 crores or more.
Since the paid up capital of the Company is below Rs. 10 crores and
also the net worth of the Company is below Rs. 25 Crores, the
provisions of clause 49 of the Listing Agreement are not applicable to
the Company. Thus, the Company is not required to attach the Corporate
Governance report with the Report of the Board of Directors.
11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company provides a gender friendly workplace, during the year under
review, there were no cases filed pursuant to Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
None of the employees of your Company is covered under the provisions
of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
12. RISK MANAGEMENT
The Board has approved the Risk Management Policy of the Company. The
Company's risk management framework is designed to address risks
intrinsic to operations, financials and compliances arising out of the
overall strategy of the Company. The Company manages, monitors and
reports on the principal risks and uncertainties that can impact its
ability to achieve its objectives. The responsibility for management of
risks vests with the Managers/ officers responsible for the day-to-day
conduct of the affairs of the Company. Risk focused audits are carried
out periodically by the Internal Auditors, which lead to identification
of areas where risk management processes need to be strengthened.
Annual update is provided to the Board on the effectiveness of the
Company's risk management systems and policies.
13. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT
The Company has adequate internal financial controls with respect to
the financial statements, commensurate with the size and scale of the
operations of the Company. During the year such controls were tested
and no reportable material weakness in operation has been observed.
Internal audit of the Company has been carried out during the year. The
Audit Committee reviews the internal audit findings, provides guidance
on internal controls and ensures that the internal audit
recommendations are implemented.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company is a Non Banking Financial Company, registered with the
Reserve Bank of India, thus the provisions of the Section 186 of the
Companies Act, 2013 do not apply to the Company.
15. RELATED PARTY TRANSACTIONS
During the year ended 31st March, 2015, all the contracts /
arrangements/ transactions entered by the Company during the financial
year with related parties were in ordinary course of business / on an
arm's length basis.
The details in Form AOC-2 of material transactions entered into by the
Company with its related party are provided in Annexure: II to this
Report.
The Policy on materiality of related party transactions and dealing
with related dealing with related party transactions as approved by the
Board is available on the website of the Company at weblink http://
www.vanicommercials.com/wp-content/uploads/2015/08/Policy-on-
materiality-of-Related -Party -Transactions
-and-on-dealing-with-Related- Party-Transactions.pdf
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS
/ TRIBUNALS
During the year under review, no significant or material orders were
passed by the Regulators / Courts / Tribunals which would impact the
going concern status of the Company and its future operations.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 are provided under Annexure: III to this Report.
18. AUDITORS AND AUDIT REPORT
The Company's Auditors, M/s Satyendra Mrinal & Associates, Chartered
Accountants, were appointed at the 27th AGM to hold such office till the
conclusion of the 30th AGM. Your Board, in terms of Section 139 of the
Act, on the recommendation of the Audit Committee, has recommended for
the ratification of the Members the appointment of M/s Satyendra Mrinal
& Associates, Chartered Accountants as Auditors of the Company to hold
office from the conclusion of this Annual General Meeting (AGM) till the
conclusion of the next AGM of the Company to be held in the year 2016.
The Board, in terms of Section 142 of the Act, on the recommendation of
the Audit Committee, has also recommended for the approval of the
Members for the appointment of M/s Satyendra Mrinal & Associates for the
financial year 2015-16.
The comments made by the Auditors' in their Report are self explanatory
and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
Steps taken on conservation of energy and impact thereof: Efforts to
conserve electricity by operating only necessary lights, fittings and
fixtures were made during the financial year 2014-15.
Steps taken by the company for utilizing alternate sources of energy:
NIL
Capital investment on energy conservation equipment: NIL.
TECHNOLOGY ABSORPTION:
(I) Efforts, in brief, made towards technology absorption and benefits
derived as a result of the above efforts, e.g. product improvement,
cost reduction, product development, import substitution, etc : NIL
(II) In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year), following
information may be furnished:
a) Details of technology imported - NIL
b) Year of import -NIL
c) Whether the technology been fully absorbed - NIL
d) If not fully absorbed, areas where absorption has not taken place,
and the reasons therefore - NIL
III) Expenditure incurred on research and development - NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or outflow during the year.
20. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013, the Company has
appointed Ms. Anju Yadav, Practicing Company Secretary as the
Secretarial Auditor of the Company for the financial year 2014-15. The
Secretarial Audit Report given by Ms. Anju Yadav, Practicing Company
Secretary is provided under Annexure: IV to this Report.
The comments made by the Secretarial Auditor are self explanatory and
do not require and further comments. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.
21. ESTABLISHMENT OF VIGIL MACHENISM
The Vigil Mechanism Policy of the Company is formulated in terms of
section 177 (9) of the Companies Act, 2013 read with the provisions of
the Listing Agreement with the Stock Exchange(s) and thereby also
incorporates Whistle Blower Policy. That as per the said policy
protected disclosures can be made by the whistle blower to the
dedicated e-mail / telephone line/ letter to Chairman of Audit
Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by
the Board is available on the website of the Company at weblink
http://www.vanicommercials.com/wp-content/uploads/2015/08/Vigil-
Mechanism-and-Whistle-Blower-Policy.pdf
22. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and corporation received from the financial institutions,
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
Company's executives, staff and workers.
For & on behalf of Board of Directors
Vani Commercials Limited
Sd/-
Vidya Sagar Bhatia
Chairman
DIN:00444141
Date: 07/08/2015 Regd Off.: 'AASTHA', LP-11C,
Place: New Delhi Pitampura, New Delhi - 110034
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