Dear Shareholders,
Your directors are pleased to present the 32nd Annual Report
of Vishal bearings Limited (the "Company") along with the audited Financial
Statements for the financial year ended 31st March 2023 has been referred to wherever
required.
FINANCIAL SUMMARY AND HIGHLIGHTS
A summary of the Company?s financial results for the Financial
Year 2022-2023 is as under:
|
For the year ended March 31 |
| Financial Particulars |
2023 |
2022 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
| Revenue from operations |
11551.43 |
10817.44 |
| Other Incomes |
4.40 |
100.42 |
| Total revenues |
11555.83 |
10917.86 |
| Cost of Material consumed |
6732.11 |
6565.31 |
| Changes in Inventory |
(173.94) |
107.79 |
| Employee Benefit expense |
1359.83 |
1194.61 |
| Finance Costs |
425.30 |
304.72 |
| Depreciation and amortization expense |
469.54 |
367.43 |
| Other expenses |
1654.77 |
1436.60 |
| Total Expenses |
10467.61 |
9976.47 |
| Profit before tax |
1088.22 |
941.39 |
| Tax expense |
286.73 |
264.98 |
| Profit for the year |
801.49 |
676.41 |
OPERATIONAL OVERVIEW
The financial statements for the year ended March 31, 2023, have been
prepared under Indian Accounting Standards ("Ind AS") pursuant to notification
by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards)
Rules, 2015 as amended.
The total revenues for the financial year under review was ? 11555.83
as against ? 10917.86 Lacs for the previous financial year. The Profit was ?801.49 for the
financial year under review, as against ?676.41 for the previous financial 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 2022-2023.
TRANSFER TO RESERVES
In view of the profit incurred, such an amount has been transferred to
reserves during the year under review.
DIVIDEND
During the year under review, the Company has not been recommended and
declared a dividend by the Board of Directors.
SHARE CAPITAL
The paid-up Equity Share Capital as of March 31, 2023, 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 31,2023, 100% of the share capital of the company is
dematerialized.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In order to familiarize the Independent Directors with the business,
the Company makes a presentation covering the nature and scope of business, nature of
industry in which Company operates, profitability and future scope. At meetings regular
updates are given to the Board by the Company?s senior management in areas of
operations, industry and regulatory trends, competition, and future outlook.
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
Company?s 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 Director?s name in the date 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.
NUMBERS OF DIRECTORS
As per Regulation 17(1)(c) of the Listing Regulations, the Company is
required to appoint minimum 6 (six) directors including one woman director on its Board,
out of them half of the Board should consist of independent directors.
ANNUAL PERFORMANCE AND BOARD EVALUATION
The Board has devised a policy pursuant to the applicable provisions of
the Act and the Listing Regulations for performance evaluation of the Chairman, Board as a
whole and individual directors (including independent Directors) and Committees, which
includes criteria for performance evaluation of Non-Executive Directors and Executive
Directors.
The Board has devised a questionnaire to evaluate the performance of
the Board as a whole, Board Committees and individual directors and Chairperson. The
Chairperson of respective Board Committees shared the report om evaluation with the Board.
The performance of each Committee was evaluated by the Board, based on a report on
evaluation received from respective Board Committees. The reports on performance
evaluation of the individual directors were reviewed by the Board.
The evaluation framework for assessing the performance of directors
comprises of the following key areas:
i) Attendance at Board and Committee meetings
ii) Quality of contribution to the deliberations
iii) Strategic perspectives or inputs regarding future growth of the
Company and its performance
iv) Providing perspective and feedback going beyond information
provided by the management
In a separate meeting of Independent Directors, taking into account the
views of Executive Directors, performance of independent directors, the Board as a whole
and chairman of the Company was evaluated.
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. 2. |
Managing Director Whole time director |
Mr. Dilipkumar Changela Mr. Hiralal Changela |
| 3. |
Whole time director |
Mr. Vrajlal Changela |
| 4. |
Chief Financial Officer |
Mr. Vishal Changela |
| 5. |
Chief Executive Officer |
Mr. Divyesh Changela |
| 6. |
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 32nd Annual General Meeting.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on
company/business policies and strategy apart from other Board business. A tentative annual
calendar of the Board and Committee meetings is informed to the directors in advance to
facilitate them to plan their schedule accordingly and to ensure meaningful participation
in the meetings. However, in case of special or urgent business need, the Board?s
approval is taken by
passing resolutions through circulation, as permitted by law, which are
noted in the subsequent meeting of the Board of Directors.
Notice of meetings of the Board of Directors and Committees is given
will in advance to all the directors of the Company. Usually, meetings of the Board are
held in the registered office of the company. The agenda of the Board/Committee meetings
is circulated at least 7 days before the date of the meeting. The agenda for the Board and
Committee meetings includes detailed notes on the items to be discussed at the meeting to
enable the directors to make informed decisions.
During the financial year under review, the Board of Directors met 5
(Five) times, the details of which are given in the report on Corporate Governance,
forming part of this report. The intervening gap between two consecutive meetings was
within the period prescribed under the Act and the Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Your directors to the best of their knowledge and belief and according
to the information and explanations obtained by them and as required under section 134(3)
read with section 134(5) of the Act state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures if any;
(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 at the end of the
financial year March 31,2023, and of the profit of the company for that period;
(c) they have 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 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.
MEETING OF THE INDEPENDENT DIRECTORS
During the year, one (1) Meetings of Independent Directors were held on
March 31, 2023. All Independent Directors have given a declaration that they meet the
criteria of Independence and in the opinion of the Board, the Independent Directors
fulfill the condition of Independence as laid down under the Act and Listing Regulations.
COMMITTEES OF THE BOARD
In accordance with the provisions of the Act and the Listing
Regulations, the Company has constituted four committees of the Board, namely:
1) Audit Committee
2) Stakeholders? Relationship Committee
3) Nomination and Remuneration Committee; and
4) Corporate Social Responsibility Committee
Details of the said Committees along with their charter, composition
and meetings held during the financial year under review are provided in the report on
Corporate Governance, forming part of this report.
AUDIT COMMITTEE
The Audit Committee is duly constituted as per the provisions of
section 177 of the Act and Regulation 18 of the Listing Regulations. in accordance with
the terms of reference and perform roles, as prescribed under the Act and Listing
Regulations. The composition of the Audit Committee, its terms of reference, roles and
details of Meetings convened and held during the year under review is given in the
Corporate Governance Report forming part of this Report.
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board of Directors of the Company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted to act in
accordance with the terms of reference and perform roles, as prescribed under the Act and
Listing Regulations.
The composition of the Nomination and Remuneration Committee, its terms
of reference, roles and details of Meetings convened and held during the year under review
is given in the Corporate Governance Report forming a part of this Report.
SHAREHOLDER'/INVESTORS RELATIONSHIP COMMITTEE
The Company has in place a Shareholder/Investors Relationship Committee
in accordance with the requirements of the Companies Act, 2013 read with the rules made
thereunder and Regulation 20 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
The composition of Shareholder?/Investors Relationship Committee
is given in Corporate Governance 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
2022-2023, as required under Rule 8 of the Companies (CSR) Rules, 2014, are annexed as
Annexure and forms part of this report.
STATUTORY AUDITORS
As per the provisions of Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, M/s. SVK & Associates, Chartered Accountants, (Firm
Registration No. 118564W) re- appointed as Statutory Auditor of the company to hold office
for second term of the five years. Pursuant to amendments in Section 139 of the Companies
Act, 2013, the requirements to place the matter relating to such appointment for
ratification by members at every AGM, is not required. The Auditors have confirmed that
they are not disqualified from continuing as Auditors of the Company.
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, adverse remark, or disclaimer.
COST AUDITOR
As per the provisions of Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the board of directors of the company re-appointed M/s.
M.C. Bambhroliya & Associates (Mem. No. 33005) as Cost Auditors of the Company to
conduct audit of cost records pertaining to manufacturing of Roller for the Financial year
2023-2024.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204(1) of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s. Namrata Seta & Associates, Practicing Company Secretaries as
Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the
Financial Year 2022-2023.
There are no qualifications, reservations, adverse remarks, or
disclaimers made by the Secretarial Auditors in their report for the financial year
2022-2023 and the same is annexed to this report as Annexure and forms part of this
report.
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 2022-2023. 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.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to Company?s
policies, safeguarding of assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosure.
The Audit Committee evaluates the efficiency and adequacy of financial
control system in the Company, its compliance with operating systems, accounting
procedures at all locations of the Company and strives to maintain the highest standard in
Internal Financial Control.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor nor the Cost Auditor has reported to the Audit Committee of the Board,
under Section 143(12) of the Act, any instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies, and relationships with our stakeholders. Integrity and
transparency are key to our corporate governance practices to ensure that we always gain
and retain the trust of our stakeholders. Corporate governance is about maximizing
shareholder value legally, ethically, and sustainably. At VBL, the Board exercises its
fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain
the best practices in
international corporate governance. We also endeavor to enhance
long-term shareholder value and respect minority rights in all our business decisions. Our
Corporate Governance Report is presented in a separate section forming part of the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
Management Discussion and Analysis Report is presented in a separate section forming part
of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to the provisions of Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy,
Technology absorption, foreign exchange earnings and outgo are given in Annexure and forms
part of this report.
PARTICULARS OF EMPLOYEES
The information, as required under section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is given in Annexure, forming part of this report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. On March 31, 2023, the Board consist of six members, three
are whole-time director, three are independent directors out of whom one is an Independent
Woman Director.
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of the Listing Regulations and on recommendation of the Nomination and Remuneration
committee, the Board of Directors has adopted a policy for selection and appointment of
directors, senior management, and their remuneration. The Nomination and Remuneration
Policy has been placed on the website of the Company.
ANNUAL RETURN
As required under section 92(3) read with Section 134(3)(a) of the Act,
the copy of Annual Return as on March 31,2023, will be placed on the website of the
Company and an Extract Annual Return in Form MGT-9 is attached as Annexure to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY
All contracts/arrangement/transactions entered by the Company during
the financial year under review with related parties were in the ordinary course of
business on arm?s length basis and are reported in the Notes to Accounts for the
financial year ended on 31st March 2023.
The details of material related party transactions as referred to in
Section 188(1) of the Act in the prescribed Form AOC-2 under the Companies (Accounts)
Rules, 2014 are given in Annexure and forms part of this report.
In accordance with the provisions of Regulation 23 of the Listing
Regulations, the Company has formulated the Related Party Transaction Policy and the same
is uploaded on the website of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees or investments made by the company as
required under section 186 of the Act are given under Notes to Accounts for the financial
year ended 31st March 2023 and forms part of this report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has adopted the Vigil Mechanism/Whistle Blower Policy as
per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations
to deal with instances of fraud and mismanagement. It also provides adequate safeguards
against victimization of directors or employees or any other person who avails the
mechanism and it provides for direct access to the Chairman of the Audit Committee in
exceptional cases.
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.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an internal Committee as required under
Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) act, 2013. During the financial year under review, no complaint was filed
before the said Committee. No complaint was pending at the beginning or end of the
financial year under review.
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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or
court or tribunal, which impacts the going concern status of the Company or will have a
bearing on Company?s operations in future.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS
There were no qualifications, reservations or adverse remarks made by
the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial
Statements for the Financial year ended 31st March 2023.
The Report of Secretarial Auditors for the Financial Year ended 31st
March 2023 is also unmodified.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no application was made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Act, 2016 nor
any such proceeding was pending at the end of the financial year under review.
MSME
The Ministry of Micro, Small and Medium Enterprises vide their
Notification dated 2nd November 2018 has instructed all the Companies
registered under the Companies Act, 2013, with a turnover of more than Rupees Five Hundred
crore to get themselves on boarded on the Trade Receivables Discounting system platform
(TReDS), set up by the
Reserve Bank of India. The Company is not covered under the above
Criteria as mentioned in MSME.
VALUATION OF ASSETS
During the financial year under review, there was no instance of
one-time settlement of loans/financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
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
Company?s 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 Company?s 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, 2015 signed by Managing Director.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors, to the best of its knowledge, affirms that the
Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI
(SS1 and SS2), respectively relating to Meetings of the Board and its Committees, which
have mandatory application during the year under review.
ANNEXURES FORMING PART OF THIS ANNUAL REPORT
| Annexure |
Particulars |
| 01 |
Secretarial Audit Report |
| 02 |
Conservation of energy, technology absorption, foreign
exchange Earnings and outgo |
| 03 |
Statement of Disclosure of Remuneration |
| 04 |
Particulars of contracts/arrangements made with related
parties |
| 05 |
Annual report on CSR activities |
| 06 |
MGT-9 Annual Return |
CAUTIONARY STATEMENT
Statements in this ‘Director?s Report? and
‘Management Discussion and Analysis Report? describing the Company?s
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 Company?s operations include raw material/ fuel availability and
its prices, cyclical demand and pricing in the Company?s 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
We thank our clients, vendors, investors, bankers, employee volunteers
for their continued support during the year. We place on record our appreciation for the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation, and support and all stakeholders for their
exemplary and valued contribution and look forward to their continued assistance in
future.
|
For and on behalf of the Board |
|
Vishal Bearings Limited |
| Date: 28.08.2023 |
|
| Place: Shapar, Rajkot |
Sd/- |
|
Dilipkumar Changela |
|
Managing Director |
|
DIN:00247302 |
|