DIRECTOR'S REPORT
The Members of
Vani Commercials Limited
Your Directors have pleasure in presenting the 36th Director's Report of
your Company together with the Audited Financial Statements along with Auditors' Report
for the Financial Year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
(a) Financial Highlights
|
|
(Amount in Rupees) |
| Particulars |
Current Year |
Previous Year |
|
(2022-23) |
(2021-22) |
| Total Income |
2,15,22,875.00 |
1,06,39,318.00 |
| Total Expenses |
(2,33,35,795.00) |
(94,88,658.00) |
| Profit/ (Loss) Before Tax |
(18,12,920.00) |
1 1,50,660.00 |
| Tax Expenses |
|
|
| Current Tax |
7,15,776.00 |
2,98,706.00 |
| Deferred Tax |
363.00 |
466.00 |
| Provision for Standard Assets |
4,58,974.00 |
3,88,950.00 |
| Profit/(Loss) after Tax |
(29,88,033.00) |
4,62,538.00 |
| Tra nsfer to Statutory Reserves |
0 |
1,15,635.00 |
| Net Profit Tran sferred to General Reserves |
0 |
0 |
| Earnings per share (Rs.) |
|
|
| Basic |
(0.25) |
0.11 |
| Diluted |
(0.35) |
0.11 |
During the year, your Company recorded Total Income of Rs.2,15,22,875/-(previous year
Rs.1,06,39,318/-). The Company recorded a Net Loss of Rs.29,88,033/- during the Financial
Year ended 31st March, 2023 as against net profit of Rs.4,62,538/- in the
previous year. Further, as the Company is a Non-Deposit Accepting NBFC, it made provision
for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.
(b) Capital Structure
The Authorized Share Capital as at 31st March, 2023 stood at
Rs.13,05,00,000/- (Rupees Thirteen Crore Five Lacs only) divided into 1,30,50,000 (One
Crore Thirty Lacs Fifty Thousand) equity shares of Rs. 10 (Ten) each and the paid up
Equity Share Capital as at March 31, 2023 stood at Rs.11,74,06,200 /- (Rupees Eleven Crore
Seventy Four Lacs Six Thousand Two Hundred Only) divided into 11740620 ( One Crore
Seventeen Lacs Forty Thousand Six Hundred Twenty) equity shares of Rs. 10 (Ten) each.
During the year under review, the following changes were reported.
During the year, the Authorized share capital of the Company was increased from Rs.
5,05,00,000/- (Rupees Five Crore Five Lacs Only) to Rs. 13,05,00,000/- (Rupees Thirteen
Crore Five Lacs Only) vide Ordinary Resolution passed by the Members of the Company at 35th
Annual General Meeting of the Company held on 9th July, 2022.
Further, the Company in the 35th Annual General Meeting held on 9th July,
2022 has taken approval from members of the Company vide Special Resolution to create,
issue, offer and allot up to maximum of 8849978 (Eighty Eight Lacs Forty Nine Thousand
Nine Hundred Seventy Eight) equity shares on preferential basis having Face Value of Rs.
10/- (Rupees Ten only) each at a price of Rs. 12/- (Rupees Twelve only)on preferential
basis to Promoters/Non- Promoters Category subject to In Principle Approval received from
BSE Limited. The Company has received the same dated 2nd September, 2022. The
7620820 equity shares get allotted and further got listed on BSE Limited on 7th
October, 2022 thereafter, resulting in paid-up share capital of the Company from Rs.
4,11,98,000/- (Rupees Four Crore Eleven Lacs Ninety Eight Thousand only) to
Rs.11,74,06,200 /- (Rupees Eleven Crore Seventy Four Lacs Six Thousand Two Hundred Only).
(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the Companies Act, 2013
For the Financial Year ended 31st March, 2023, the Company has not proposed
to carry any amount to the General Reserve Account.
(e) Transfer To Statutory Reserves
For the financial year ended 31st March, 2023, the Company has incurred
losses and therefore, could not transfer 25% of Net Profit to Statutory Reserve Account as
required under the provisions of Section 45-IC of RBI Act, 1934.
(f) Dividend
Board does not recommend any dividend, due to meager profit in the Financial Year
2022-23.
(g) Loans
The Company has not taken unsecured loans from its director(s) in the Financial Year
2022-23 as in its ordinary course of business and proposed to convert the existing loans
for aggregate amount of Rs. 23,55,42,300/- into equity by passing Special Resolution by
the Members of the Company at the 36th Annual General Meeting of the Company
scheduled to be held on 23rd September, 2023.
(h) Material Changes and Commitments
During the year, the Company had proposed to issue 8849978 (Eighty Eight Lacs Forty
Nine Thousand Nine Hundred Seventy Eight) equity shares on preferential basis having face
value of Rs. 10/- each at a price of Rs. 12/- to Promoter and Non-Promoters on a
preferential basis vide Special Resolution passed by the Members at 35th Annual
General Meeting of the Company held on 9th July, 2022 and subject to In
Principle Approval from BSE. Further the Company has received the same on 2nd
September, 2022. 7620820 equity shares were allotted to the shareholders and got listed on
BSE Limited on 7th October, 2022 thereafter, resulting an increase in the
paid-up share capital of the Company from Rs. 4,11,98,000/- (Rupees Four Crore Eleven Lakh
Ninety Eight Thousand only) to Rs.11,74,06,200 /- (Rupees Eleven Crore Seventy Four Lacs
Six Thousand Two Hundred Only).
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. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
4. FUTURE OUTLOOK
Your Company is very well positioned to take advantage of ever increasing demand for
the personal loans, business loans, education loans, loan against property, residential
and commercial loan. So in this way, your Directors are hopeful to achieve better results
in the coming years.
Further the company has started digital platform for granting loan facility to eligible
borrowers which are in progress till date of report. So that the Company can maintain
quality and many other benefit from various angle.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) CHANGES IN BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
CHANGES IN BOARD OF DIRECTORS
During the Financial Year ended 31st March, 2023, the following changes were
made in Board of Directors of Company:
• Mr. Vishal Abrol (DIN: 06938389) was appointed as Additional Director of the
Company and thereafter, the Managing Director of the Company w.e.f. 28th May,
2022 on recommendations received by the Board from the Nomination and Remuneration
Committee. Further the members of the company at the 35th Annual General
Meeting of the company appointed Mr. Vishal Abrol as Managing Director of the Company.
• Mr. Mukesh Sukhija (DIN: 01038078) resigned from the post of Director w.e.f.
17th January, 2023.
• Mr. Naresh Kumar Mansharamani (DIN: 07160387) resigned from the post of
Independent Director w.e.f. 1st April, 2023.
• Mr. Rohit Gupta (DIN: 10041733) was appointed as Additional and Independent
Director of the Company w.e.f. 31st March, 2023 on recommendations received by
the Board from the Nomination and Remuneration Committee.
Further, Mr. Manoj Kumar Pahwa (DIN: 00398839) tendered his resignation from the post
of Non-Executive Independent Director w.e.f. 21st July, 2023. Further, the
following appointments were made by the Board of Directors of the Company at their meeting
held on 14th August, 2023:
• Mr. Harish Kumar Sahdev (DIN: 09651019) was appointed as Additional and
Independent Director of the Company w.e.f. 14th August, 2023 on recommendations
received by the Board from the Nomination and Remuneration Committee.
• Mr. Yugraj Singh (DIN: 09745031) was appointed as Additional and Non-Executive
Director of the Company w.e.f. 14th August, 2023 on recommendations received by
the Board from the Nomination and Remuneration Committee.
Therefore, as on the date of this report, the Board consists of the following
Directors:
| S. No. |
Name |
DIN |
Designation |
| 1. |
Mr. Vishal Abrol |
06938389 |
Managing Director |
| 2. |
Ms. Binal Jenish Shah |
09371388 |
Whole-Time Director |
| 3. |
Mr. Rohit Gupta |
10041733 |
Independent Non-Executive Director |
| 4. |
Mr. Harish Kumar Sahdev |
09651019 |
Independent Non-Executive Director |
| 5. |
Mr. Yugraj Singh |
09745031 |
Non-Independent Non-Executive Director |
CHANGES IN KEY MANAGERIAL PERSONNEL
Mr. Vishal Abrol was appointed as the Chief Executive Officer of the Company w.e.f. 22nd
November, 2021, however he tendered his Resignation to the Board of Directors of the
Company w.e.f. 28th May, 2022 as CEO and took position of Managing Director of
the Company.
Mr. Pitamber Pabbi tendered his resignation from the position of Chief Financial
Officer of the Company w.e.f. 14th April, 2023.
(B) RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) of the Act and the Articles of
Association of the Company, every year 1/3rd of the Directors are required to
retire by rotation at the AGM of the Company.
In the Notice of 36th AGM of the Company, it has been has proposed to change
the terms of appointment of Mrs. Binal Jenish Shah (DIN: 09371388) who was
appointed as NonRotational Whole-time Director of the Company w.e.f. 25th January,
2022, pursuant to which she will retire by rotation at the ensuing Annual General Meeting
('AGM') of the Company and thereafter, being eligible, will offer herself for
re-appointment.
(C) MEETING OF INDEPENDENT DIRECTORS
The independent directors of company met one time during the year on Thursday, 23rd
June, 2022 where all the independent directors were present under the requirement of
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(D) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS AND STATEMENT ON
COMPLIANCE OF CODE OF CONDUCT
A declaration from Mr. Rohit Gupta (DIN: 10041733) has been received by the Company
confirming that he meets the criteria of Independence in accordance with Section 149(6) of
the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). His name is
included in the Databank of Independent Directors as prescribed under Rule 6(3) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
Whereas, Mr. Harish Kumar Sahdev (DIN: 09651019) who was appointed as Independent
Director on 14th August, 2023 confirmed that he meets 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 and Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). His name is included in the Databank of Independent Directors
as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for independent directors has also been adopted by
the Company. All new Independent Directors inducted to the Board are presented with an
overview of the Company's business operations, products, organization structures and about
the Board Constitutions and its procedures.
Framework for Familiarization Programme for the Independent Directors and the details
of Familiarization Programme imparted to Independent Directors are made available on the
website of the Company at : https://vanicommercials.com/wp- content/uploads/201 9/06/FRAM
E WOK-FOR- FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT- DIRECTORS.pdf
(F) KEY MANAGERIAL PERSONNEL OF THE COMPANY
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on the date of this report are Mr. Vishal Abrol, Managing Director, Mrs.
Binal Jenish Shah, Whole-Time Director (WTD) and Ms. Ishita Agarwal, Company Secretary.
(G) 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 the Managing
Director and 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.
(H) 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.
(I) BOARD EVALUATION
The Board carried out formal annual evaluation of its own performance and that of the
individual Directors as also functioning of the Board Committees pursuant to the
provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures
Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017, as required in terms of Section
134 (3) (p) of the Act. The performance evaluation of the Board, its committees and
individual Directors was based on criteria approved by the Nomination and Remuneration
Committee. The Directors expressed their satisfaction with the overall evaluation process.
In the separate meeting of Independent directors, performance of non-independent
directors, the Chairman of the Companyand the board as a whole was evaluated, taking into
account the views of executive directors and non-executive directors.
6. NUMBER OF BOARD MEETINGS
During the year ended 31st March, 2023, 10 (Ten) meetings of the Board were
held on 14th May, 2022, 28th May, 2022, 8th June, 2022,
23rd June, 2022, 9th August, 2022, 3rd September, 2022,
15th September, 2022, 14th November, 2022, 10th February,
2023 and 31st March, 2023.
7. BOARD COMMITTEES AND MEETINGS
Presently, the Company has 3 (Three) Board Committees with the following members:
| Audit Committee |
Mr. Harish Kumar Sahdev |
Chairman |
|
Mr. Rohit Gupta |
Member |
|
Mr. Vishal Abrol |
Member |
|
Mr. Yugraj Singh |
Member |
| Nomination and Remuneration |
Mr. Rohit Gupta |
Chairman |
| Committee |
Mr. Harish Kumar Sahdev |
Member |
|
Mr. Vishal Abrol |
Member |
|
Mr. Yugraj Singh |
Member |
| Stakeholders Relationship |
Mr. Yugraj Singh |
Chairman |
| Committee |
Mr. Rohit Gupta |
Member |
|
Mr. Vishal Abrol |
Member |
|
Mr.Harish Kumar Sahdev |
Member |
THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:
During the year ended 31st March, 2023, 6(six) meetings of the Committee were held on
14th May, 2022, 28th May, 2022, 8th June, 2022, 9th
August, 2022, 14th November, 2022 and 10th February, 2023.
THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR
ARE AS FOLLOWS:
During the year ended 31st March, 2023, 4 (Four) meetings of the Nomination
and Remuneration Committee were held which are as follows: 28th May, 2022, 8th
June, 2022, 10th February, 2023 and 31st March, 2023.
THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE
AS FOLLOWS:
During the year ended 31st March, 2023, 8 (Eight) meetings of Stakeholder's
Relationship Committee were held which are as follows: 28th May, 2022, 8th
June,2022, 23rd June, 2022,9th August, 2022, 3rd
September, 2022, 15th September, 2022 and 14th November, 2022 and 31st
March, 2023.
DETAILS OF BOARD MEETINGS HELD DURING THE FY 2022-23
| S. No. |
Date of Meeting |
Type of Meeting |
Total Number of directors associated as on the date of meeting |
Number of d irectors attended |
% of attendance |
| 1 |
14-May-2022 |
BM |
4 |
4 |
100 |
| 2 |
28 -May-2022 |
BM |
4 |
4 |
100 |
| 3 |
8 -Jun-2022 |
BM |
5 |
5 |
100 |
| 4 |
23-Jun-2022 |
BM |
5 |
5 |
100 |
| 5 |
9-Aug-2022 |
BM |
5 |
5 |
100 |
| 6 |
3-Sep-2022 |
BM |
5 |
5 |
100 |
| / |
1 5-Sep-2022 |
BM |
5 |
5 |
100 |
| 8 |
14-Nov-2022 |
BM |
5 |
5 |
100 |
| 9 |
10-Feb-2023 |
BM |
4 |
4 |
100 |
| 10 |
31-Mar-2023 |
BM |
5 |
5 |
100 |
DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2022-23
| S. No. |
Date of Meeting |
Type of Meeting |
Total Number of Members entitled to attend Committee meeting |
Number of directors Attended |
%of attendance |
| 1 |
14-May-2022 |
AC |
3 |
3 |
100 |
| 2 |
2 8-May-2022 |
AC |
3 |
3 |
100 |
| 3 |
8-Jun-2022 |
AC |
3 |
3 |
100 |
| 4 |
9-Aug-2022 |
AC |
3 |
3 |
100 |
| 5 |
14-Nov-2022 |
AC |
3 |
3 |
100 |
| 6 |
10-Feb-2023 |
AC |
3 |
3 |
100 |
| 7 |
28-May-2022 |
NRC |
3 |
3 |
100 |
| 8 |
8-Jun-2022 |
NRC |
3 |
3 |
100 |
| 9 |
1 0-Feb-2023 |
NRC |
3 |
3 |
100 |
| 10 |
31-Mar-2023 |
NRC |
3 |
3 |
100 |
| 11 |
2 8-May-2022 |
SRC |
3 |
3 |
100 |
| 12 |
8-Jun-2022 |
SRC |
3 |
3 |
100 |
| 13 |
23-Jun-2022 |
SRC |
3 |
3 |
100 |
| 14 |
9-Aug-2022 |
SRC |
3 |
3 |
100 |
| 15 |
3-Sep-2022 |
SRC |
3 |
3 |
100 |
| 16 |
15-Sep-2022 |
SRC |
3 |
3 |
100 |
| 17 |
14-Nov-2022 |
SRC |
3 |
3 |
100 |
| 18 |
3 1-March-2023 |
SRC |
3 |
3 |
100 |
8. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Act, your Board of Directors to the best of
their knowledge and ability confirm that:-
i) in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed with proper explanation relating to material departures, if any;
ii) they haves elected 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) 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 your Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the Annual Accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively;
vi) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
9. SUBSIDIARIES, A SSOCIATES A ND JOINT VENTURES
As at 31st March, 2023 the Company does not have any subsidiary, associate or joint
venture.
10. LISTING INFORMATION
The Equity Shares of the Company are presently listed only at BSE Limited and listing
fee for the financial year 2023-24 has been duly paid.
11. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the
Company is INE661Q01017.
12. DETAILS OF INVESTOR'S GRIEVANCES/COMPLAINTS
No Investor complaints were received and resolved during the year. The pending
complaints of the Shareholders/Investors registered with SEBI at the end of the current
financial year ended on 31st March, 2023 are NIL.
There were no pending requests for share transfer/dematerialization of shares as of 31st
March, 2023.
13. REPORT ON CORPORATE GOVERNANCE
The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is applicable to Company and thus the Corporate Governance
Report, enclosed as ANNEXURE-II forms part of this Report.
14. CORPORATE SOCIAL RESPONSIBILITY
During the financial year2022-23, the Net Worth of the Company and Turnover of the
Company were below prescribed limit therefore provisions of Section 135(1) of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable.
15. 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.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules,
2014
There are no employees drawing remuneration in excess of the limits set out in the said
Rules during the financial year. Disclosures pertaining to remuneration and other details
as 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 are as
follows:
• The Ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year 2022-23:
| S. No. |
Name |
Designation |
Ratio |
| 1 |
Mr. Vishal Abrol |
Managing Director and CFO |
0.35 |
| 2 |
Mrs. Binal Jenish Shah |
Whole-Time Director |
0.25 |
| 3 |
Mr.Mukesh Sukhija |
Director |
Nil |
| 4 |
Mr. Manoj Kumar Pahwa |
Director |
Nil |
| 5 |
Mr. N aresh Kumar Mansharamani |
Director |
Nil |
• Percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Director & Company Secretary or Manager in the financial year 202223
| S. No. |
Name |
Designation |
% Increase |
| 1 |
Mr. Vishal Abrol |
Managing Director and CFO |
Nil |
| 2 |
Mrs. Binal Jenish Shah |
Whole-Time Director |
Nil |
| 3 |
Mr. Mukesh Sukhija |
Director |
Nil |
| 4 |
Mr. Manoj Kumar Pahwa |
Director |
Nil |
| 5 |
Mr. Naresh Kumar Mansharamani |
Director |
Nil |
| 6 |
Ms. Ishita Agarwal |
Company Secretary |
Nil |
| 7 |
Mr. Pitamber Pabbi |
Chief Financial Officer |
Nil |
• Percentage increase in Median remuneration of employees in financial year
2022-23: There was no increase in Median remuneration of employees in financial
year2022-23
• Number of permanent employees on rolls of the Company as on 31st
March, 2023: 20 (Twenty)
• Average percentile increase already made in the salaries of employees other than
the Managerial Personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof:
Average remuneration increase for Non-Managerial Personnel of the Company during the
financial year was 10%-20%.
The Company affirms that the remuneration is as per the Remuneration Policy of the
Company.
16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148 OF THE COMPANIES ACT,
2013
The provisions of maintenance of cost records as specified under sub-Section (1) of
Section 148 of the Companies Act, 2013 is not applicable to the company and accordingly
accounts and records are not maintained as per the provisions of this Section.
17. 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
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.
18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since, there was no unpaid/unclaimed Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st
March, 2023. Hence, 'Form AOC-1' is not applicable.
20. CLASSES OF SHARES
As on date, the Company has only one class of share capital i.e. Equity Shares of INR
10/- each.
21. INTERNAL FINANCIAL CONTROLS AND 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.
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company is a Non-Deposit Accepting Non-Banking Finance 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.
23. RELATED PARTY TRANSACTIONS
During the year ended 31st March, 2023, the Company has entered into any
Related Party Transactions. The details of the same are in Form AOC-2 enclosed and marked
herewith as ANNEXURE-III
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available on the website of the Company at
weblink: https://vanicommercials.com/wp- content/uploads/2023/02/VANI RPT-POLICY 2023.pdf
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNALS
During the year under review, no significant and material orders passed by the
regulators/ courts / tribunals.
25. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES
No amount for payment towards principal and interest was pending towards Micro, Small
and Medium Enterprises as on 31st March, 2023.
26. STATUTORY AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time,, M/s MKRJ &
Co., Chartered Accountants, appointed as statutory auditors of the Company from the
conclusion of the 35th Annual General Meeting held on 9th July, 2022 till the
conclusion of this AGM of the Company to be held in 2027.
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.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-IV
forming a part of the Annual Report.
28. 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 2022-23.
Steps taken by the company for utilizing alternate sources of energy: NIL
Capital investment on energy conservation equipment: NIL
29. 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) No technology was/were imported during the last 3 years reckoned from the
beginning of the Financial year.
(III) Expenditure incurred on research and development - NIL
30. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings or outflow during the financial year.
31. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms.
Kavita, Practicing Company Secretary of M/s. A. K. Nandwani & Associates as the
Secretarial Auditor of the Company for the Financial Year 2022-2023. The Secretarial Audit
Report given by Ms. Kavita Yadav, Practicing Company Secretary of M/s. A.K. Nandwani &
Associates is provided under ANNEXURE- V 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.
32. COMPLIANCE WITH SECRETARIAL STANDARD
The Board of directors states that the company has complied with the provisions of the
applicable Secretarial standards issued by the Institute of Company Secretaries of India,
as amended from time to time.
33. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
34. EXTRACTS OF ANNUAL RETURN
The Annual Return of the Company for the financial year ended 31st March,
2022 is available on the website of the Company which can be accessed by clicking on:
https://vanicommercials.com/https-www-vanicommercials- com-page_id11/
35. OTHER DISCLOSURES:
i) Establishment Of Vigil Mechanism
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 web link: https://vanicommercials.com/wp-
content/uploads/2023/02/WHISTLE-BLOWER- POLICY_AMENDED.pdf
ii) Prevention Of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate 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
implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
code.
iii) Code Of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings/ behaviours of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. A declaration signed by the
Company's Managing Director for the Compliance of these requirements is furnished in ANNEXURE-
VI forming part of the Annual Report.
iv) Managing Director & CFO Certification:
The Managing Director and/or CFO of the company are required to give an Annual
Certificate on compliance with Financial Reporting and internal controls to the board in
terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate On Financial
Results while placing the Annual financial results before the board in terms of Regulation
33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as ANNEXURE-VII
v) Industrial Relations:
During the year under review, your Company enjoyed cordial relationship with employees
at all level.
vi) Fraud Reported Under Section 143 Of The Companies Act, 2013
No frauds were reported under Section 143 of the Companies Act, 2013 during the
financial year 2022-23.
vii) Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
The Company does not deal with any commodity and hence not exposed to any commodity
price risk.
viii) Disclosures related to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company is committed to provide a work environment that ensures every person is
treated with dignity, respect and afforded equal treatment.
The Company has a Policy on 'Prevention of Sexual Harassment' in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH"). This is aimed at providing everyone who visits
our workplace, experience an environment that not only promotes diversity and equality but
also mutual trust, equal opportunity and respect for human rights.
No cases were reported during the year under review. There were no complaints pending
as on 31st March, 2023. The Company has constituted the Internal Complaints
Committee in compliance with the requirements under POSH.
ix) Auditors Certificate on Corporate Governance
The Certificate of Compliance as stipulated under Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations is obtained from Statutory Auditor of the Company M/s MKRJ
& Co., Chartered Accountants is annexed herewith this Report.
x) Certificate from a Company Secretary In Practice
The certificate stipulated under Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations from a Company Secretary in Practice that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing
as directors by the Board/ Ministry of Corporate Affairs or any such statutory authority
has been received and was placed before the Board. The same is provided is annexed
herewith this Report.
xi) Non-compliance of any requirement of corporate governance report of sub-paras (2)
to (10) above, with reasons thereof shall be disclosed
Not Any
xii) The extent to which the discretionary requirements as specified in Part E of
Schedule II have been adopted.
The discretionary requirements as specified in Part E of Schedule II have not been
adopted.
xiii) The disclosures of the compliance with corporate governance requirements
specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46
The Company has complied with the corporate governance requirements specified in
Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of SEBI Listing
Regulations.
36. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
a. Issue of equity shares and differential rights as to dividend, voting or otherwise.
b. Issue of Shares (including sweat equity shares) to employees of the Company under
any scheme.
c. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
No CIRP process is initiated against the company under IBC 2016.
38. 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 and on behalf of Board of Directors |
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For Vani Commercials Limited |
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Sd/- |
Sd/- |
|
Vishal Abrol |
Binal Jenish Shah |
| Date: 24th August, 2023 |
Managing Director |
Whole-Time Director |
| Place: New Delhi |
DIN:06938389 |
DIN:09371388 |
| Vani Commercials Limited |
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| Regd. Off.: 162A, Second Floor, |
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| Sector-7, Dwarka, New Delhi-110045 |
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| CIN: L74899DL1988PLC106425 |
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| Email ID: info@vanicommercials.com |
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