Mar 31, 2015
To The Members,
The Directors have pleasure in presenting the 28th Annual Report of
your Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2015.
Rs. in Lac
Year Ended Year Ended
Financial Results 31.03.2015 31.03.2014
Income 2372.56 26.19
Profit before Tax & Extraordinary Items 20.86 11.61
Less : Provision for Taxation 6.62 3.59
Profit after Tax 14.24 8.02
Less : Extra-Ordinary Items - -
Profit available for Appropriation 14.24 8.02
Add : Profit Carried Forward from Previous Year 23.87 15.85
Appropriated as under :
Transfer to General Reserve 0.00 0.00
Balance carried forward to Next Year 38.11 23.87
OVERVIEW OF ECONOMY
Indian economy has weathered many challenges successfully in recent
times and is currently placed on a cyclical upturn, on the back of
strong policies and a whiff of new optimism. In the recent past, the
economy faced testing times with issues like lower growth, high levels
of inflation and widening current account deficit; escalated by an
unsupportive external environment. Growth is back, with its desirable
concomitants of mild inflation and manageable current account balance
with stable rupee and rising foreign exchange reserves, signalling
improvements in macro-economic stability. The growth rate of the
economy, measured by the growth in GDP at constant (2011-12) market
prices, improved from 5.1 per cent in 2012-13 to 6.9 per cent in
2013-14 and is projected to clock 7.4 per cent in 2014-15, according to
the Advance Estimates released by the Central Statistics Office. India
is one of the very few countries for which IMF and World Bank have
raised their growth assessment. The ongoing revival is remarkable
against the fact that it happened despite a highly tentative global
economic conditions and a below-par domestic agricultural season.
The year 2014-15 has witnessed key policy reforms, aimed at aiding
growth revival and surmounting the structural constraints in the
economy. The policy action has combined the needs of short term
economic management with focus on taming inflation and external sector
imbalances with a medium to long- term vision for transformation and
development, manifested in significant reforms aimed at rationalizing
administered pricing policies in petroleum and natural gas, stirring
infrastructure development and de- bottlenecking the economy with
initiatives to unshackle land acquisition for development (along with
rehabilitation requirements therein) and to ensure adequate
availability of key inputs like coal and power. The growth agenda of
the Government has been tethered to the revival of manufacturing,
unleashed in the "Make in India", initiative, accompanied by
liberalization of foreign direct investment, a large array of
investment facilitation measures and steps to improve saving.
OVERALL PERFORMANCE & OUTLOOK
The Company was mainly into the business of Finance and investments and
was investing into the Securities Market, both in listed and un-listed
shares.
Gross revenue from operations during the year was stood at Rs. 2372.56
Lac in comparison to last years' figure of Rs. 26.19 Lac. In term of
Net Profit after Tax, the same has been remained at Rs. 14.24 Lac in
comparison to last years' Net Profit of Rs. 8.02 Lac, with a growth in
term of gross profit, was near to two fold in comparison to last years'
figure.
Your Company is in to the Business of financing and Investments in
Shares & Securities.
Your Company is hopeful of doing well in coming days and continues to
remain as one of healthy and profitable entrepreneur in coming years.
DIVIDEND AND RESERVES
Due to inadequate profit and looking to the future challenges to
conserve resources, Directors have decided not to recommend any
dividend for the year under review.
During the year under review, no amount was transferred to General
Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 13.10795
Crore. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. As on March 31, 2015, none of the Directors of the Company hold
shares or convertible instruments of the Company except Mr. Raj Kumar
Sharma, who is holding 77,500 Equity Shares or 0.59% of Paid-up Capital
and Mr. Ram Prakash Chowdhary who is holding 40,000 Equity Shares or
0.31% of Paid-up Capital.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the
requirements the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs,
profits/(loss) and cash flows for the year ended 31st March 2015.
The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements
by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any material subsidiary whose net worth
exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the
consolidated income of the Company during the previous financial year.
Accordingly, a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defend under the
Companies Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013 thus disclosure in form AOC-2 is not
required. There were no materially significant transactions with
related parties during the financial year which were in conflict with
the interest of the Company. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial
Statements. The policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website.
LISTING OF EQUITY SHARES ON BSE
The Company has received Listing Approval from BSE for trading of its
Shares on BSE. The Shares of the Company are now available for Trading
on BSE trading platform.
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the year, the Board has appointed Ms. Susmita Kundu as
Independent Director of the Company w.e.f. 14th March 2015 to broad
base the Board and to meet the requirements of Act and Clause 49 of
Listing Agreement.
Further, Mr. Ram Prakash Chowdhary and Mr. Johar Pal Singh have
resigned from the Board w.e.f. 28th April 2015 and 8th May 2015 due to
their pre-occupation. The Board place on record, their tremendous
contribution towards the growth of the Company.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the Companies Act, 2013 independent
directors shall hold office for a term up to five consecutive years on
the board of a company, but shall be eligible for re-appointment for
another term up to five years on passing of a special resolution by the
company and disclosure of such appointment in Board's Report. Further
Section 152 of the Act provides that the independent directors shall
not be liable to retire by rotation in the Annual General Meeting
('AGM') of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Date of Date of
Sl.
No. Name Designation Appointment Resignation
1. Ms. Susmita Kundu Independent Director 14th March 2015 -
2. Ms. Payal Bafna Company Secretary 1st Nov 2014 -
3. Mr. Jagannath Pandit CFO 29th March 2015 -
SIGNIFICANT AND MATERIAL ORDERS PASSED By THE REGULATORS, TRIBUNALS OR
COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of Financial Year and
date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board of Directors confirms that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2015, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
5. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Business Risk Management Committee. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's 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 viz. Finance and Capital Market
activities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defend in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the
report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under Rule 7 of The Companies (Meetings of Board and its
Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk
Management Policy (FRM) to deal with instance of fraud and
mismanagement, if any. The detail of the FRM Policy is explained in the
Corporate Governance Report.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Statutory Auditors
Existing Auditors M/s N. Kanodia & Co., Chartered Accountants, Kolkata
who are retiring in ensuring Annual General Meeting have expressed
their un-willingness to re-appoint themselves as Auditors of the
Company
In place of existing Auditors, the Audit Committee recommended M/s M.
Jhunjhunwala & Associates (FRN 328750E), Chartered Accountants, Kolkata
for appointment to audit the accounts of the Company from the
conclusion of the 28th Annual General Meeting up to the conclusion of
the 33rd consecutive Annual General Meeting (subject to ratification by
the members at every subsequent AGM). As required under the provisions
of Section 139 & 142 of the Companies Act, 2013 the Company has
obtained written confirmation under Rule 4 of the Companies (Audit and
Auditors) Rules, 2014 from M/s. M. Jhunjhunwala & Associates; that
they are eligible for appointment as auditors, and are not disqualified
for appointment under the Companies Act, 2013, the Chartered
Accountants Act, 1949, or the rules and regulations made there-under.
The proposed appointment is as per the term and within the limits laid
down by or under the authority of the Companies Act, 2013 and that
there are no proceedings pending against them or any of their partners
with respect to professional conduct.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s G. S. Bhide &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013
Since the Company is into the Business of Financing and into the
Investing activities in Shares and Securities; the information
regarding conservation of energy, Technology Absorption, Adoption and
innovation, under section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be
NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 73 of the
Companies Act 2013 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 2013 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 29, 2015 By order of the Board
For V. B. INDUSTRIES LIMITED
Registered Office : VIKASH KOTHARI
9, Old China Bazar Street (DIN : 06823998)
5th Floor, Room No. 85, Kolkata-700 001 MANAGING DIRECTOR
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report of
your Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2014.
Rs. in Lac
Year Ended Year Ended
Financial Results 31.03.2014 31.03.2013
Income 26.19 17.23
Profit before Tax & Extraordinary Items 11.61 4.18
Less : Provision for Taxation 3.59 1.29
Profit after Tax 8.02 2.89
Less : Extra-Ordinary Items - -
Profit available for Appropriation 8.02 2.89
Add : Profit Carried Forward from
Previous Year 15.85 12.96
Appropriated as under :
Transfer to General Reserve 0.00 0.00
Balance carried forward to Next Year 23.87 15.85
OVERVIEW OF ECONOMY
A survey by global consultancy firm Ernst & Young (E&Y) sees India as
the world''s most attractive investment destination. With the opening up
of foreign direct investment (FDI) in several sectors, India is today
an eye-catching destination for overseas investors. The relaxation of
norms by the government has created a vast opportunity for foreign
players, who are competing for a greater role in the Indian market.
Sectors projected to do well in the coming years include automotive,
technology, life sciences and consumer products.
The World Bank has projected an economic growth rate of 5.7 per cent in
FY15 for India, due to a more competitive exchange rate and several
significant investments going forward.
India is the third biggest economy in the world in terms of purchasing
power parity (PPP), according to a World Bank report. The country was
ranked 10th in the previous survey conducted in 2005.
The stakes held by foreign institutional investors (FII) in Indian
companies touched a record high in the fourth quarter of FY 14. The
estimated value of FII holdings in India stands at US$ 279 billion.
OVERALL PERFORMANCE & OUTLOOK
The Business environment continued to remain challenging and the dry
out of Turnover & lack of retail participation in Stock Market leading
to adverse impact on the business of the Company. The same story was in
term of Money Market where fear of bad loans continued to rise pushed
the Company to have caution in its business during financial year
2013-2014. In spite of unfavorable economic scenario, your Directors
are pleased to inform you that your Company has managed to be in profit
during the year under review.
Gross income from operations during the year was stood at Rs. 26.19 Lac
in comparison to last years'' figure of Rs. 17.23 Lac. In term of Net
Profit after Tax, the same has been remained at Rs. 8.02 Lac in
comparison to last years'' Net Profit of Rs. 2.89 Lac, with a growth of
almost near to two fold in comparison to last years'' figure.
Your Company is in to the Business of treasury operations and
Investments in Shares & Securities.
Your Company is hopeful of doing well in coming days and continues to
remain as one of healthy and profitable entrepreneur in coming years.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the year, the Board has appointed Mr. Johar Pal Singh and Mr.
Vikash Kothari as Independent Directors of the Company to broad base
the Board.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re-appointment for another term
up to five years on passing of a special resolution by the company and
disclosure of such appointment in Board''s Report. Further Section 152
of the Act provides that the independent directors shall not be liable
to retire by rotation in the Annual General Meeting (''AGM'') of the
Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2014, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
STATUTORY INFORMATION
The Company being in to the business treasury operations & Investments,
requirement regarding and disclosures of Particulars of Conservation of
Energy and Technology Absorption prescribed by the rule is not
applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
The Auditors M/s N. Kanodia & Co., Chartered Accountants, Kolkata who
are Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 27th Annual General Meeting up to the conclusion of the 32nd
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. N. Kanodia & Co, that their appointment,
if made, would be in conformity with the limits specified in the said
Section.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company is in to the business of Investment activities in
Securities Market as well as in to treasury opertions during the year
under review and hence the information regarding conservation of
energy, Technology Absorption, Adoption and innovation, the information
required under section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 30, 2014 By order of the Board
For V. B. INDUSTRIES LIMITED
Registered Office : RAM PRAKASH CHOWDHARY
9, Old China Bazar Street (DIN : 01625637)
5th Floor, Room No. 85, Kolkata-700 001 Chairman
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 26th Annual Report of
your Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2013.
(Rs)
Year Ended Year Ended
Financial Results 31.03.2013 31.03.2012
Income 17,23,232 13,68,928
Profit before Tax & Extraordinary Items 4,18,223 2,90,763
Less : Provision for Taxation 1,29,231 89,746
Profit after Tax 2,88,992 2,01,017
Less Income tax earlier year - 92,746
Profit available for appropriation 2,88,992 11,87,969
Add : Profit Carried Forward from
Previous Year 15,85,132 12,96,140
Appropriated as under :
Proposed Dividend 0.00 0.00
Corporate Tax on above Dividend 0.00 0.00
Transfer to General Reserve 0.00 0.00
Balance carried forward to Next Year 15,85,132 12,96,140
BUSINESS OPERATIONS
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2012-2013. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance. Gross income from
operations remained remarkable figure of around Rs. 17.23 Lac whereas
PAT remains at 2.89 during the year.
The Company has no NBFC Business and is not registered with Reserve
Bank of India (RBI) who is the sole regulatory body for monitoring
activities of Registered NBFCs. Further, the Company is also doing
investment activities in Capital and Securities Market. Apart from
these, the Company is into the business of wealth management and
Financial Consultancy services.
FUTURE PLANS
The Current financial year was remarkable year for the Company. The
Company has expanded its business and has done very well in spite of
adverse Market situation and tight monetary situation. The Company is
willing to expand this business more and more in both Capital & Money
Market and thus willing to deliver to Members of the Company.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have any material non-listed Indian subsidiary
whose turnover or net worth (i.e. paid-up capital and free reserves
exceeding 20% of the consolidated turnover or networth respectively, of
the listed holding company and its subsidiaries in the immediately
preceding accounting year.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Raj Kumar Sharma, Director of your Company, retires
by rotation and are due for election at the ensuring Annual General
Meeting. Mr. Raj Kumar Sharma, being eligible, offers themselves for
re-appointment.
The Board recommends the appointment of both Mr. Ram Prakash Chowdhary
and Mr. Sandip Ray. pursuant to the applicable provisions of the Act.
The resolutions seeking your approval on this item along with the
requisite disclosures/explanatory statement are included in the Notice
for convening the Annual General Meeting.
Further, none of the Directors of the Company are disqualified under
section 274(1) (g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2013, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
INFORMATION TECHNOLOGY
The Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Auditors M/s. Manabendra Bhattacharyya & Co., Chartered Accountants,
Kolkata holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors under
section 224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of Investing
in Securities Market as well as to lend money to Corporate and HNIs
during the year under review and hence the information regarding
conservation of energy, Technology Absorption, Adoption and innovation,
the information required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, June 30, 2013 By order of the Board
For V. B. INDUSTRIES LIMITED
Registered Office :
2, Ganesh Chandra Avenue, 2nd Floor Ram Prakash Chowdhary
Kolkata 700 013 Chairman & Managing Director
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report of
your Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2012.
(Rs.)
Year Ended Year Ended
Financial Results 31.03.2012 31.03.2011
Income 13,68,928 2,75,109
Profit before Tax & Extraordinary Items 2,90,763 -21700
Less : Provision for Taxation 89,746 -
Profit after Tax 2,01,017 -21,700
Less Income tax earlier year 92,746 730
Profit available for appropriation 11,87,969 12,10,398
Add : Profit Carried Forward from
Previous Year 12,96,140 11,87,969
Appropriated as under :
Proposed Dividend 0.00 0.00
Corporate Tax on above Dividend 0.00 0.00
Transfer to General Reserve 0.00 0.00
Balance carried forward to Next Year 12,96,140 11,87,969
BUSINESS OPERATIONS
The Business environment remains extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2011-2012. Directors are pleased to inform that
in spite of difficult times, your Company, based on its intrinsic
strength, has broadly maintained its performance. Gross income from
operations remained remarkable figure of around '' 14.40 Lac whereas PAT
remains at '' 2.12 during the year.
The Company has no NBFC Business and is registered with Reserve Bank of
India (RBI) who is the sole regulatory body for monitoring activities
of Registered NBFCs. Further, the Company is also doing investment
activities in Capital and Securities Market. Apart from these, the
Company is into the business of wealth management and Financial
Consultancy services.
FUTURE PLANS
The Current financial year was remarkable year for the Company. The
Company has expanded its business and has done very well in spite of
adverse Market situation and tight monetary situation. The Company is
willing to expand this business more and more in both Capital & Money
Market and thus willing to deliver to Members of the Company.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have any material non-listed Indian subsidiary
whose turnover or net worth (i.e. paid-up capital and free reserves
exceeding 20% of the consolidated turnover or networth respectively, of
the listed holding company and its subsidiaries in the immediately
preceding accounting year.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Raj Kumar Sharma, Director of your Company, retires
by rotation and are due for election at the ensuring Annual General
Meeting. Mr. Raj Kumar Sharma, being eligible, offers themselves for
re-appointment.
The Board recommends the appointment of both Mr. Ram Prakash Chowdhary
and Mr. Sandip Ray. pursuant to the applicable provisions of the Act.
The resolutions seeking your approval on this item along with the
requisite disclosures/explanatory statement are included in the Notice
for convening the Annual General Meeting.
Further, none of the Directors of the Company are disqualified under
section 274(1 )(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annuals accounts, for the year ended 31st
March 2012, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Auditors M/s. Manabendra Bhattacharyya & Co., Chartered Accountants,
Kolkata holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors under
section 224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There were no employees in Company during the year under review.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of Investing
in Securities Market as well as to lend money to Corporate and HNIs
during the year under review and hence the information regarding
conservation of energy, Technology Absorption, Adoption and innovation,
the information required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the Bombay
Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement,
a Report on the Corporate Governance and the Auditors Certificate on
Corporate Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, June 30, 2012 By order of the Board
For V. B. INDUSTRIES LIMITED
Registered Office :
2, Ganesh Chandra Avenue, 2nd Floor Ram Prakash Chowdhary
Kolkata 700 013 Chairman & Managing Director