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Directors Report of Vineet Laboratories Ltd.
Mar 31, 2025
Your directors have great pleasure in presenting the report on the Business and Operations of your Company (''the
Company'' or ''Vineet Laboratories Limited), along with the audited financial statements, for the financial year ended
on 31st March, 2025.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company are as follows:
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from Operations |
7,499.50 |
15,059.13 |
|
Other Income (Including Exceptional Items) |
198.68 |
46.32 |
|
Total Expenses |
9,775.73 |
15,069.11 |
|
Profit Before Tax |
(2,077.55) |
36.34 |
|
Less: Provision for Taxation |
(58.45) |
(66.37) |
|
Profit / (Loss) After Tax |
(2,019.10) |
102.71 |
|
Other Comprehensive Income |
11.44 |
1.38 |
|
Total Comprehensive Income |
(2,007.67) |
104.09 |
|
Earning per Equity Share |
||
|
Basic |
(21.90) |
1.11 |
|
Diluted (in Rs.) |
(21.90) |
1.11 |
STATE OF THE COMPANY''S AFFAIRS
During the year under review, your Company achieved total income of Rs. 7,499.50 Lakhs as against the previous
year''s Rs. 15,059.13 Lakhs. The Net profit after tax stood at Rs. -2,019.10 Lakhs as against Rs. 102.71 Lakhs for the previous
year.
DIVIDEND
No dividend was recommended by the Board of Directors for the FY 2024-25.
TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves for the financial year 2024-25.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year under review.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company stood at Rs. 9,21,90,080/- comprising of 92,19,008 equity shares
of Rs. 10/- each as on March 31, 2025.
The Company has paid Listing Fees for the Financial Year 2025-26 to each of the Stock Exchanges, where its equity
shares are listed.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available
on the Company''s website at https://vineetlabs.co.in/images/pdf/MGT-7 2025.pdf
NUMBER OF MEETINGS OF THE BOARD
The Board met Four (4) times during the year 2024-2025 viz on May 29, 2024; August 13, 2024; November 13, 2024
and February 12, 2025.
The details of the composition of the Board and its Committees and the number of meetings held and attendance
of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013,
the Board of Directors, to the best of its knowledge and ability, states and confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;
c) 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;
d) the Directors had prepared the annual accounts on a going concern basis:
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149
As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the
declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors
of the Company.
The Board is of the opinion that all the Independent Directors appointed during the year under review are persons
of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The
Independent Directors of the Company have confirmed that they have registered themselves with the Indian
Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors
within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever
applicable.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other
employees, including criteria for determining qualifications, positive attributes, independence of a Director and
other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the
Nomination and Remuneration Policy.
The Company''s policy relating to the appointment of directors and remuneration including other matters provided
in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part of this Report and
is also available on https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/nomination-
remuneration- policy.pdf
INSURANCE
The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism,
etc., and against other perils that are considered necessary by the management.
LOANS, GUARANTEES, OR INVESTMENTS
Particulars of loans given, guarantees provided and investments made by the Company during the year 2024-25,
as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board
and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this
Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions (RPT) that were entered into during the financial year were at arm''s length basis and
in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of
Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of
transactions between the Company and its related parties. The policy is posted under the Investors section of the
Company''s website at https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/related-party-
transactions-policy.pdf
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013 in the prescribed Form AOC-2 is appended as Annexure I which forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo are provided in Annexure II to this Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
We have developed and are implementing Risk Management Policy. Accordingly, we have a risk management
framework for the identification and management of risks. The Company has formulated Risk Management Policy,
which guides the Board in (a) approving the Company''s Risk Management Framework and (b) overseeing all the
risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and
other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place
to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite
and highlight risks associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by
the business and functions are systematically addressed through mitigating actions on a continuing basis.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation
21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors'' section of the
Company''s website at https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/risk-management-
policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act are not applicable to the company for the financial year 2024-25. Since, the
Company''s Unspent Corporate Social Responsibility Account has a balance of Rs.8,92,849/- pertaining to the FY
2022-23, the Board is continuing with the constitution of Corporate Social Responsibility Committee (CSR
Committee) as required under Rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014. The
Committee was initially constituted on May 28, 2022 and then re-constituted on August 14, 2024 and November 14,
2024.
The CSR Committee constituted by the Board has reviewed the existing Corporate Social Responsibility Policy (CSR
Policy) in its meeting held on February 12, 2025, amending the policy in accordance with latest provisions, statues
and legislations indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR
Policy and recommends the amount of expenditure to be incurred on the activities mentioned in the CSR Policy.
The category and composition of the committee is as follows: -
|
Name |
Designation |
Category |
Tenure |
|
Bhaskar Reddy Karna # |
Chairman |
Independent Non-Executive |
Till 13-08-2024 |
|
Satyanarayana Raju Bhupathiraju |
Chairman |
Non-Independent Executive |
w.e.f 14-08-2024 |
|
Gaddam Venkata Ramana |
Member |
Non-Independent Executive |
|
|
Dilip Vishnu Acharekar |
Member |
Independent Non-Executive |
w.e.f 14-11-2024 |
# Resigned from the Board w.e.f 14-11-2024 and ceased to be a member of Committee
A CSR meeting was held on February 12, 2025 during the FY 2024-25, in which Satyanarayana Raju Bhupathiraju
and Dilip Vishnu Acharekar were present.
The Corporate Social Responsibility Policy is posted under the Investors section of the Company''s website at:
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/CSR-policv.pdf
The Annual Report on CSR activities is appended as Annexure-III, which forms part of this report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, its Committees and the
directors individually, in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), with
specific focus on the performance and effective functioning of the Board and individual directors.
A separate meeting of Independent Directors was held on February 12, 2025 to review the performance of the Non¬
Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and
assess the quality, quantity, and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present
at the meeting.
CRITERIA FOR PERFORMANCE EVALUATION
a. Ability of the candidate to devote sufficient time and attention to his professional obligations as
Independent Director for informed and balanced decision making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.
c. Bringing objectivity and independence of view to the Board''s discussions in relation to the Company''s
strategy, performance, and risk management.
d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.
e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and
accountability under the Director''s Responsibility Statement.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further,
various other programmes are conducted for the benefit of Independent Directors to provide periodical updates
on regulatory front, industry developments and any other significant matters of importance. The Company issues
a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities,
the format of which is available on the Company''s Website.
The details of training and familiarization program are available on the website at
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/familiarisation-programme independent-
directors.pdf .
DIRECTORS
The Board of Directors as on March 31, 2025 consists of five (5) directors, two (2) of whom are Independent Directors
including a woman Director, remaining two (2) are Executive Directors and the balance one (1) is a Non-Executive
Director.
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Gaddam
Venkata Ramana (DIN: 00031873), Director, retires by rotation at the ensuing Annual General Meeting and, being
eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director for the
approval of the members.
Further, Mr. Dilip Vishnu Acharekar (DIN:08849689) was appointed as an Independent Director of the Company by
the shareholders in the 4th Annual General Meeting (AGM) of the Company held on December 19, 2020 for a term
of Five (5) consecutive years from November 16, 2020 to November 15, 2025.
Mr. Dilip Vishnu Achrekar who is eligible to be re- appointed for another term of Five (5) consecutive years, has
submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations.
Further Mr. Dilip Vishnu Achrekar will attain the age of Seventy-Five (75) years on December 07, 2027 and pursuant
to Regulation 17(1A) of the SEBI Listing Regulations, approval of the Shareholders is required to allow him to continue
as an Independent director of the Company after the age of 75 Years.
In this regard, the Board recommends the re-appointment of Dilip Vishnu Acharekar (DIN: 08849689) as an
Independent Director and continue as an Independent Director after the age of 75 years for the approval of the
members and the same is made part of the notice.
In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings,
brief resume of the directors proposed to be re-appointed is attached along with the Notice of the ensuing AGM.
Moreover, the Directors have devised proper systems and processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems
were adequate and operating effectively.
CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP)
Board of Directors:
The Board is duly constituted.
During the year under review, Satish Pandurang Samant (DIN: 10294920) has resigned from the office of Executive
Director and Chief Executive Officer w.e.f. May 29, 2024; and Bhaskara Reddy Karna (DIN: 08961904) has resigned
from the office of Independent Director w.e.f. November 14, 2024.
Moreover, the Board appointed Rajesh Kumar Kathulla (DIN: 05349717) as an Additional Director, designated as
Whole Time Director for a period of 3 (Three) years commencing from May 14, 2025 and ending on May 13, 2028.
His appointment was placed before the shareholders via postal ballot through e-voting between May 27, 2025
and June 25, 2025. However, the resolution was defeated by the shareholders and he ceased to be a director w.e.f
June 26, 2025.
Company Secretary and Compliance Officer:
Ramesh Kumar Bandari (M.No: A24519), an Associate member of The Institute of Company Secretaries of India
(ICSI) was appointed as Company Secretary and Compliance Officer of the Company w.e.f November 10 ,2023.
Key Managerial Personnel (KMP):
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31,
2025:
Gaddam Venkata Ramana - Managing Director
Satyanarayana Raju Bhupathiraju - Whole-Time Director and Chief Financial Officer
Ramesh Kumar Bandari - Company Secretary and Compliance Officer
Apart from the above, there were no other changes in the office of Directors and KMP.
The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the financial
year or close of financial year under report and even as on date. Further, no Company has become or ceased to
become the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.
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
No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going
concern status and Company''s operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
Your Company has established and maintained a framework of internal financial controls and compliance
systems. Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and
the reviews performed by management and the relevant board committees, including the audit committee, the
Board is of the opinion that the Company''s internal financial controls were adequate and your Company is
constantly endeavouring to improve the standards of internal control in various areas and taking steps to
strengthen the internal control system to make it commensurate and effective with the nature of its business.
Further, the statutory auditors of your Company have also issued an attestation report on internal control over
financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended on March 31, 2025,
which forms part to the Statutory Auditor''s Report.
VIGIL MECHANISM
The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors
and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about
unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy and
to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct
access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy is posted under the Investors section of the Company''s website at
https://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/whistle%20blower-policy.pdf
ANTI-SEXUAL HARASSMENT POLICY
The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance
with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company has taken several initiatives across the organization to build awareness amongst employees about the
Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company has
constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Further details follow:
|
Particulars |
Number of Complaints / cases |
|
Number of complaints of sexual harassment received in the year |
0 |
|
Number of complaints disposed off during the year |
0 |
|
Number of cases pending for more than ninety days |
0 |
STATEMENT ON COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFITS ACT, 1961
The company is fully compliant with the provisions of the Maternity Benefit Act, 1961, ensuring all eligible employees
receive the mandated maternity benefit.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines
and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive
Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy
has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to
maintain the highest ethical standards while dealing in the company''s securities.
The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our
website at https://vineetlabs.co.in/images/pdf/2025.06.10code-practices-procedures-fair-disclosure-UPSI-
VLL F.pdf and https://vineetlabs.co.in/images/pdf/2025.06.10code-conduct-forprohibition-insider-trading.pdf
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend are
required to be transferred by the Company to the IEPF established by the Central Government, after the completion
of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed
by the shareholders for seven consecutive years or more shall also be transferred to the demat account created
by the IEPF Authority.
STATUTORY AUDITORS
The Members of your Company in the 6th Annual General Meeting held on September 28, 2022 appointed NSVR &
Associates LLP, Chartered Accountants (Registration No. 0088015/S200060) as the Statutory Auditors of the
Company for a term of 5 (five) consecutive financial years from the conclusion of the 6th Annual General Meeting
till the conclusion of the 11th Annual General Meeting i.e from the FY 2022-23 to FY 2026-27.
AUDITORS'' QUALIFICATION AND REMARKS
There are no qualifications and remarks from the Auditors of the Company.
However, the Auditors brought to the notice of the members that there are certain delays in depositing undisputed
statutory dues i.e., taxes deducted at source. To which, the Board explained that the delay was because of
insufficient cash flows and shortage of working capital.
SECRETARIAL AUDITORS
M/s. P S Rao & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for the
financial year 2024-2025. Pursuant to Section 204 of the Companies Act, 2013 and the Rules made thereunder, the
Secretarial Audit Report for the financial year ended on March 31, 2025, in Form MR-3, is annexed to this Annual
Report as Annexure IV.
Pursuant to sub-regulation 1(b) of Regulation 24A of the SEBI Listing Regulations, the Board in its meeting held on
May 12, 2025 has recommended the appointment of M/s P S Rao & Associates, Practicing Company Secretaries, as
the Secretarial Auditor of the Company for a term of 5 (five) years from FY 2025-26 to FY 2029-30, subject to the
approval of shareholders in the ensuing AGM.
AUDITORS'' QUALIFICATION AND REMARKS
|
Auditor''s qualification / adverse remark / reservation |
Explanations or comments by the Board |
|
As required under Section 135 of the Companies Act, 2013 |
The unspent CSR funds are parked in a |
|
In a few instances, the forms were filed with the Registrar |
The Company ensures timely filing of all forms |
COST AUDITORS
Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board in its meeting held on May 29,
2024 has appointed KJU & Associates, Cost Accountant (Registration No.000474) as the Cost Auditor for the
Financial Year 2024-25 who has carried out the Cost Audit for the applicable business for the year under review.
The company is maintaining cost accounts and records as specified under sub-section (1) of Section 148 of the
Companies Act, 2013.
Yet again, the Board of Directors has appointed KJU & Associates, Cost Accountant (Registration No.000474) as
Cost Auditor of the Company for the financial year 2025-26 at a remuneration of Rs. 60,000/- in its meeting held
on May 12, 2025. The remuneration payable shall be ratified by the members at the ensuing AGM that was made
part of the notice.
INTERNAL AUDITORS
V D P & Co, Chartered Accountants (Firm Regd No.024607S) are the Internal Auditors of the Company for the
financial year 2024-25. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee
and regularly updates the committee on their internal audit findings at the Committee''s meetings. The Internal
Auditors were satisfied with the management response on the observation and recommendations made by them
during the course of their audit.
The same Chartered Accountants were appointed as the Internal Auditors of the Company for the financial year
2025-26 by the Board in its meeting held on May 12, 2025.
AUDIT COMMITTEE
The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the
Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There
have been no instances during the year where recommendations of the Audit Committee were not accepted by
the Board.
NOMINATION AND REMUNERATION COMMITTEE
The details of the composition of the Nomination and Remuneration Committee are given in the Corporate
Governance Report furnished as a part of the Annual Report.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
The details of the composition of the Stakeholders'' Relationship Committee are given in the Corporate Governance
Report furnished as part of the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure -
V to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain high standards of corporate governance and adhere to the corporate
governance requirements set out by Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report.
The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of
India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing Company
Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report as
Annexure VI. There are no observations or adverse remarks in the said certificate.
As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries
confirming that none of the directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of the companies is attached to this report as Annexure VII.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
DEPOSITS
The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of your Company that have
occurred between the end of the financial year (March 31, 2025) of the company to which the financial statements
relate and the date of the report (May 12, 2025).
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit
committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the
company by its officers or employees, the details of which need to be mentioned in the Board''s report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016
during the year under the review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF
No one time settlement took place during the year under review.
ACKNOWLEDGMENTS
Your Directors thank the Company''s employees, customers, vendors, and investors for their continuous support.
The Directors also thank the Government of India, Governments of various states in India, and concerned
Government departments and agencies for their co-operation.
For and on behalf of the Board
Vineet Laboratories Limited
Place: Hyderabad
Date: May 12, 2025
Gaddam Venkata Ramana Satyanarayana Raju Bhupathiraju
Managing Director Who le - ti me Director & CFO
DIN: 00031873 D l N: 02697880
Mar 31, 2024
Your directors have great pleasure in presenting the report on the Business and Operations of your
Company (''the Company'' or ''Vineet Laboratories Limited), along with the audited financial statements, for
the financial year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company are as follows:
Rs. In Lakhs
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from Operations |
15,059.13 |
21,229.33 |
|
Other Income (Including Exceptional Items) |
46.32 |
12.30 |
|
Total Expenses |
15,069.11 |
21,038.64 |
|
Profit Before Tax |
36.34 |
202.99 |
|
Less: Provision for Taxation |
(66.37) |
77.74 |
|
Profit / (Loss) After Tax |
102.71 |
125.25 |
|
Other Comprehensive Income |
1.38 |
13.46 |
|
Total Comprehensive Income |
104.09 |
138.72 |
|
Earning per Equity Share |
||
|
Basic |
1.11 |
1.36 |
|
Diluted (in Rs.) |
1.11 |
1.36 |
STATE OF THE COMPANY''S AFFAIRS
During the year under review, your Company achieved total income of Rs. 15,059.13 Lakhs as against
the previous year''s Rs. 21,229.23 Lakhs. The Net profit after tax stood at Rs. 102.71 Lakhs as against Rs. 125.25
Lakhs for the previous year.
DIVIDEND
No dividend was recommended by the Board of Directors for the FY 2023-24.
TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves for the financial year 2023-24.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year under review.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company stood at Rs. 9,21,90,080/- comprising of 92,19,008 equity
shares of Rs. 10/- each as on March 31, 2024.
The Company has paid Listing Fees for the Financial Year 2024-25, to each of the Stock Exchanges, where
its equity shares are listed.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is
available on the Company''s website at http://vineetlabs.co.in/images/pdf/MGT-7-2024.pdf
NUMBER OF MEETINGS OF THE BOARD
The Board met Eight (8) times during the year 2023-2024 viz on May 29, 2023, July 05, 2023, August 12, 2023,
September 30, 2023, October 16, 2023, November 10, 2023, February 12, 2024 and March 13, 2024.
The details of the composition of the Board and its Committees and the number of meetings held and
attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms
part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act,
2013, the Board of Directors, to the best of its knowledge and ability, states and confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made
judgment 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 or loss of the
Company for that period;
c) 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;
d) the Directors had prepared the annual accounts on a going concern basis:
e) the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149
As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the
declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act
and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as
independent directors of the Company.
The Board is of the opinion that all the Independent Directors appointed during the year under review are
persons of integrity and possess relevant expertise and experience to act as Independent Director of the
Company. The Independent Directors of the Company have confirmed that they have registered
themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the
databank of Independent Directors within the statutory timeline and they have also appeared and
qualified for the online proficiency test, wherever applicable.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and
other employees, including criteria for determining qualifications, positive attributes, independence of a
Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is
governed by the Nomination and Remuneration Policy.
The Company''s policy relating to the appointment of directors and remuneration including other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part
of this Report and is also available on http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/nomination-remuneration-policv.pdf
INSURANCE
The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake,
terrorism, etc., and against other perils that are considered necessary by the management.
LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, guarantees provided and investments made by the Company during the year
2023-2024, as required under the provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial
Statements which may be read as a part of this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions (RPT) that were entered into during the financial year were at arm''s length
basis and predominantly in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee and the Board for approval. The
Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and
reporting of transactions between the Company and its related parties. The policy is posted under the
Investors section of the Company''s website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/related-party-transactions-policy.pdf
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies
Act, 2013 in the prescribed Form AOC-2 is appended as Annexure I which forms part of this Report.
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and
Foreign Exchange Earnings and Outgo are provided in Annexure II to this Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
We have developed and are implementing Risk Management Policy. Accordingly, we have a risk
management framework for the identification and management of risks. The Company has formulated
Risk Management Policy, which guides the Board in (a) approving the Company''s Risk Management
Framework and (b) overseeing all the risks that the organization faces such as strategic, financial, liquidity,
security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure
that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk
Management process covers risk identification, assessment, analysis and mitigation. Incorporating
sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks
associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks
identified by the business and functions are systematically addressed through mitigating actions on a
continuing basis.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and
Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors''
section of the Company''s website at: http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/risk-management-policv.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act are not applicable to the company for the financial year 2023-24.
Since, the Company''s Unspent Corporate Social Responsibility Account has a balance of Rs.8,92,849/-
pertaining to the FY 2022-23, the Board is continuing with the constitution of Corporate Social
Responsibility Committee (CSR Committee) as required under Rule 3 of Companies (Corporate Social
Responsibility Policy) Rules, 2014. The Committee was initially constituted on May 28, 2022.
The CSR Committee constituted by the Board has formulated a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee monitors the
CSR Policy and recommends the amount of expenditure to be incurred on the activities mentioned in the
CSR Policy.
The category and composition of the committee is as follows: -
|
Sl. No |
Name |
Designation |
Category |
|
1. |
Mr. Bhaskara Reddy Karna |
Chairman |
Independent Non-Executive |
|
2. |
Mr. Gaddam Venkata Ramana |
Member |
Non-Independent Executive |
|
3. |
Mr. Satyanarayana Raju |
Member |
Non-Independent Executive |
Two CSR meetings were held during the FY 2023-24 i.e., on August 12, 2023 and February 12, 2024 and all the
members of the Committee were present.
The Corporate Social Responsibility Policy is posted under the Investors section of the Company''s website
at: http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/CSR-policy.pdf
The Annual Report on CSR activities is appended as Annexure-III, which forms part of this report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, its Committees and
the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and
effective functioning of the Board and individual directors.
A separate meeting of Independent Directors was held on 12th February 2024 to review the performance of
the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the
Company and assess the quality, quantity, and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably perform its
duties. All the Independent Directors were present at the meeting.
CRITERIA FOR PERFORMANCE EVALUATION
a. Ability of the candidate to devote sufficient time and attention to his professional obligations as
Independent Director for informed and balanced decision making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.
c. Bringing objectivity and independence of view to the Board''s discussions in relation to the
Company''s strategy, performance, and risk management.
d. Statutory compliance and ensuring high standards of financial probity and Corporate
Governance.
e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board
and accountability under the Director''s Responsibility Statement.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board.
Further, various other programmes are conducted for the benefit of Independent Directors to provide
periodical updates on regulatory front, industry developments and any other significant matters of
importance. The Company issues a formal letter of appointment to the Independent Directors, outlining
their role, function, duties and responsibilities, the format of which is available on the Company''s Website.
The details of training and familiarization program are available on the website at
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/familiarisation-
programme independent-directors.pdf
The Board of Directors as on March 31, 2024 consists of seven (7) directors, three (3) of whom are
Independent Directors including a woman Director, remaining three (3) are Executive Directors and the
balance one (1) is a Non-Executive Director.
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,
Mr. Satyanarayana Raju Bhupathiraju (DIN: 02697880), Director, retires by rotation at the ensuing Annual
General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his
re-appointment for the approval of the members.
In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General
Meetings, brief resume of the director proposed to be re-appointed is attached along with the Notice of
the ensuing Annual General Meeting.
Moreover, the Directors have devised proper systems and processes for complying with the requirements
of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such
systems were adequate and operating effectively.
CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):
Board of Directors:
The Board is duly constituted.
The Board of Directors appointed Mr. Ranga Raju Alluri (DIN: 10044882) as an Additional Non - Executive
Director of the Company in its Board Meeting held on August 12, 2023, whose period of office was up to the
date of the 7th Annual General Meeting or the last date on which the 7th Annual General Meeting should
have been held, whichever was earlier. Being eligible, he was appointed as a Non - Executive Director of
the Company in the 7th Annual General Meeting held on September 28, 2023 in accordance with Section
160 of the Companies Act, 2013.
However, Mr. Kandula Murali Mohan (DIN: 03313407), Whole Time Director has resigned effective the closing
business hours of August 12, 2023.
Moreover, in the 7th Annual General Meeting held on September 28, 2023, Mr. Gaddam Venkata Ramana
(DIN:00031873) and Mr. Satyanarayana Raju Bhupathiraju (DIN: 02697880) were re-appointed as the
Managing Director and Whole-Time Director of the Company respectively for a period of 3 years w.e.f
January 1, 2024 to December 31, 2026.
Moreso, the Board of Directors in its meeting held on October 16, 2023 has appointed Mr. Satish Pandurang
Samant (DIN: 10294920) as an Additional Executive Director for a period of 3 years w.e.f October 16, 2023 to
October 15, 2026 and also as Chief Executive Officer (CEO) of the company. His appointment as an
Executive Director of the Company was approved by the shareholders via Postal Ballot on December 25,
2023. But, Mr. Samant has resigned from the office of Executive Director and Chief Executive Officer w.e.f.
May 29, 2024.
Company Secretary and Compliance Officer:
Mr. Ramesh Kumar Bandari (M.No: A24519), an Associate member of The Institute of Company Secretaries
of India (ICSI) was appointed as Company Secretary and Compliance Officer of the Company w.e.f
November 10 ,2023 on the resignation of Ms. Nirosha Ravikanti (M.No:A68115), an Associate member of The
Institute of Company Secretaries of India (ICSI) w.e.f October 28 ,2023.
KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on
March 31, 2024:
⢠Mr. Gaddam Venkata Ramana - Managing Director
⢠Mr. Bhupathiraju Satyanarayana Raju - Whole-Time Director and Chief Financial Officer
⢠Mr. Satish Pandurang Samant $ - Executive Director & Chief Executive Officer
$ Resigned w.e.f May 29, 2024
⢠Mr. Ramesh Kumar Bandari * - Company Secretary and Compliance Officer
*Appointed w.e.f November 10 ,2023
Apart from the above, there were no other change in the office of Directors and KMP.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the
financial year or close of financial year under report and even as on date. Further, no Company has
become or ceased to become the Subsidiary/ Associate/ Joint Venture of the Company during the
financial year.
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
No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the
going concern status and Company''s operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
Your Company has established and maintained a framework of internal financial controls and compliance
systems. Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by management and the relevant board committees,
including the audit committee, the Board is of the opinion that the Company''s internal financial controls
were adequate and your Company is constantly endeavouring to improve the standards of internal
control in various areas and taking steps to strengthen the internal control system to make it
commensurate and effective with the nature of its business.
Further, the statutory auditors of your Company have also issued an attestation report on internal control
over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended on
March 31, 2024, which forms part to the Statutory Auditor''s Report.
VIGIL MECHANISM
The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for
directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine
concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of
persons who use such mechanism and to provide direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.
The Whistle Blower Policy is posted under the Investors section of the Company''s website at
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/whistle%20blower-policv.pdf
ANTI-SEXUAL HARASSMENT POLICY
The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in
accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst
employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at
Workplace Act. The Company has constituted Internal Complaints Committee as required under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended on March 31, 2024, no cases were received pertaining to Sexual
Harassment. Further there were no cases / complaints pending disposal as at the end of the financial year.
The Company has also complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished
Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences
of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by
insiders by employees and to maintain the highest ethical standards while dealing in the company''s
securities.
The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider
trading is available on our website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/code-of-practices-procedures-for-fair-disclosure-of-UPSI.pdf and
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/code-of-conduct-for-prohibition.pdf
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or
unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central
Government, after the completion of seven years. Further, according to the Rules, the shares in respect of
which dividend has not been paid or claimed by the shareholders for seven consecutive years or more
shall also be transferred to the demat account created by the IEPF Authority.
Statutory Auditors
The Members of your Company in the 6th Annual General Meeting held on September 28, 2022 appointed
NSVR & Associates LLP, Chartered Accountants (Registration No. 0088015/S200060) as the Statutory
Auditors of the Company for a term of 5 (five) consecutive financial years from the conclusion of the
6th Annual General Meeting till the conclusion of the 11th Annual General Meeting i.e from the FY 2022-23 to
FY 2026-27.
AUDITORS'' QUALIFICATION AND REMARKS:
There are no qualifications and remarks from the Auditors of the Company. However, the Auditors brought
to the notice of the members that there are certain delays in depositing undisputed statutory dues
including provident fund, employees state insurance, income tax, sales tax, service tax, Goods and Services
Tax, duty of customs, duty of excise, cess and other material statutory dues as applicable to the
appropriate authorities. To which, the Board explained that the delay was because of insufficient cash
flows and shortage of working capital, which was due to heavy blockage of stocks.
Secretarial Auditors
M/s. P S Rao & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for
the financial year 2023-2024. Pursuant to Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Secretarial Audit Report for the financial year ended on March 31, 2024, in Form MR-3, is
annexed to this Annual Report as Annexure IV.
Moreover, the Board in its meeting held on August 12, 2023 has appointed M/s P S Rao & Associates,
Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2023-24.
|
Auditor''s qualification / adverse remark / reservation |
Explanations or comments by the Board |
|
As required under Section 135 of the Companies Act, |
The unspent CSR funds kept in separate bank |
|
In a few instances, the forms were filed with the |
Henceforth, we make sure the forms are filed |
Cost Auditors
The Board in its meeting held on August 12, 2023 has re-appointed KJU & Associates, Cost Accountant
(Registration No.000474) as the Cost Auditor for the Financial Year 2023-24 and has carried out the Cost
Audit for the applicable business for the year under review.
Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board of Directors in its
meeting held on August 12, 2023 has appointed KJU & Associates, Cost Accountant (Registration
No.000474) as Cost Auditor of the Company for the financial year 2023-24. The proposal for ratification of
remuneration of the Cost Auditor is placed before the shareholders at the ensuing Annual General
Meeting.
The company is maintaining cost records as specified under sub-section (1) of Section 148 of the
Companies Act, 2013.
Internal Auditors
V D P & Co, Chartered Accountants are the Internal Auditors of the Company for the financial year 2023-24.
The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly
updates the committee on their internal audit findings at the Committee''s meetings.
The Internal Auditors were satisfied with the management response on the observation and
recommendations made by them during the course of their audit.
The Directors in their meeting held on May 29, 2023 have appointed V D P & Co, Chartered Accountants as
the Internal Auditors of the Company for the financial year 2023-24.
AUDIT COMMITTEE
The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of
the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual
Report. There have been no instances during the year where recommendations of the Audit Committee
were not accepted by the Board.
The details of the composition of the Nomination and Remuneration Committee are given in the Corporate
Governance Report furnished as a part of the Annual Report.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
The details of the composition of the Stakeholders'' Relationship Committee are given in the Corporate
Governance Report furnished as part of the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations.
The information required under Section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees
of the Company is appended as Annexure-V to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain high standards of corporate governance and adhere to the
corporate governance requirements set out by Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual
Report.
The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange
Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing
Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached
with this report as Annexure VI. There are no observations or adverse remarks in the said certificate.
As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries
confirming that none of the directors on the Board of the Company have been debarred or disqualified
from being appointed or continuing as directors of the companies is attached to this report as Annexure
VII.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
DEPOSITS
The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of your Company that
have occurred between the end of the financial year (March 31, 2024) of the company to which the
financial statements relate and the date of the report (May 29, 2024).
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the
Audit committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed
against the company by its officers or employees, the details of which need to be mentioned in the Board''s
report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code,
2016 during the year under the review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF
No one time settlement took place during the year under review.
ACKNOWLEDGMENTS
Your Directors thank the Company''s employees, customers, vendors, and investors for their continuous
support. The Directors also thank the Government of India, Governments of various states in India, and
concerned Government departments and agencies for their co-operation.
For and on behalf of the Board
Vineet Laboratories Limited
Place: Hyderabad
Date: May 29, 2024
Gaddam Venkata Ramana S a tyanarayana Raju Bhupathiraju
Managing Director W h o l e - ti m e Director & CFO
DIN: 00031873 D I N : 02697880
Mar 31, 2023
Your directors have great pleasure in presenting the report on the Business and Operations of your Company (''the Company'' or ''Vineet Laboratories Limited), along with the audited financial statements, for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company are as follows:
Rs. In Lakhs
|
Particulars |
2022-23 |
2021-22 |
|
Revenue from Operations |
21,229.33 |
19,117.23 |
|
Other Income (Including Exceptional Items) |
12.30 |
28.51 |
|
Total Expenses |
21,038.64 |
18,211.19 |
|
Profit Before Tax |
202.99 |
934.55 |
|
Less: Provision for Taxation |
77.74 |
270.69 |
|
Profit / (Loss) After Tax |
125.25 |
663.86 |
|
Other Comprehensive Income |
13.46 |
-3.54 |
|
Total Comprehensive Income |
138.72 |
660.32 |
|
Earning per Equity Share Basic |
1.36 |
7.16 |
|
Diluted (in Rs.) |
1.36 |
7.16 |
STATE OF THE COMPANY''S AFFAIRS
During the year under review, your Company achieved total income of Rs 21,229.33 Lakhs as against Rs. 19,117.23 Lakhs during the previous year. The Net profit after tax stood at Rs. 125.25 Lakhs as against Rs. 663.86 Lakhs for the previous year.
DIVIDEND
No dividend was recommended by the Board of Directors for the FY 2022-23. TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves for the financial year 2022-23.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year under review.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company stood at Rs.9,21,90,080/-comprising of 92,19,008 equity shares of Rs. 10/- each as on March 31, 2023.
The Company has paid Listing Fees for the Financial Year 2023-24, to each of the Stock Exchanges, where its equity shares are listed.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at http://vineetlabs.co.in/images/pdf/MGT-7-2023.pdf
NUMBER OF MEETINGS OF THE BOARD -
The Board met Six (6) times during the year 2022-2023 viz on 28th April 2022, 28th May 2022, 29th July 2022, 30th August 2022, 14th November 2022 and 14th February 2023.
The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134, sub-section 3© and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;
c) 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;
d) the Directors had prepared the annual accounts on a going concern basis:
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149
As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the declaration affirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.
The Board is of the opinion that all the Independent Directors appointed during the year under review are persons of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline and they have also appeared and qualified for the online proficiency test, wherever applicable.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy of the Company relating to the remuneration of the Directors, Key Managerial Personnel and other employees, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination and Remuneration Policy.
The Company''s policy relating to the appointment of directors and remuneration including other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part of this Report and is also available on
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/nomination-
remuneration-policy.pdf
INSURANCE
The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.
LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, guarantees provided and investments made by the Company during the year 2022-2023, as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions (RPT) that were entered into during the financial year were at arm''s length basis and predominantly in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of transactions between the Company and its related parties. The policy is posted under the Investors section of the Company''s website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/related-party-transactions-policy.pdf
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure I which forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in AnnexureII to this Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
We have a risk management framework for the identification and management of risks. The Company has formulated Risk Management Policy, which guides the Board in (a) approving the Company''s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors'' section of the Company''s website at
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/risk-management-policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act have become first applicable to the company for the financial year 2022-23. Accordingly, the Board has constituted Corporate Social Responsibility Committee (CSR Committee) in its meeting held on May 28, 2022.
The CSR Committee constituted by the Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be incurred on the activities mentioned in the CSR Policy.
|
S.No. |
Name |
Designation |
Category |
|
1. |
Mr. Bhaskara Reddy Karna |
Chairman |
Independent Non-Executive |
|
2. |
Mr. Gaddam Venkata Ramana |
Member |
Non-Independent Executive |
|
3. |
Mr. Satyanarayana Raju Bhupathiraju |
Member |
Non-Independent Executive |
Only one CSR meeting was held during the FY 2022-23 i.e., on August 30, 2022 and all the members of the Committee were present.
The Corporate Social Responsibility Policy is posted under the Investors section of the Company''s website at: http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/CSR-policy.pdf
The Annual Report on CSR activities is appended as Annexure-III, which forms part of this report.
BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole, its Committees and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and effective functioning of the Board and individual directors.
A separate meeting of Independent Directors was held on 14th February 2023 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.
CRITERIA FOR PERFORMANCE EVALUATION
a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.
c. Bringing objectivity and independence of view to the Board''s discussions in relation to the Company''s strategy, performance, and risk management.
d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.
e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and accountability under the Director''s Responsibility Statement.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the
benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s Website.
The details of training and familiarization program are available on the website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/familiarisation-programme_independent-directors.pdf
DIRECTORS
The Board of Directors consists of six (6) directors, three (3) of whom are Independent Directors, remaining three (3) are Executive Directors.
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Gaddam Venkata Ramana (DIN:00031873), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his reappointment for the approval of the members.
Moreover, the Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):
Board of Directors:
The Board of Directors appointed Ms. Hari Priya Yerukalapudi (DIN:09690829) as the Non-Executive Independent Additional Director of the Company in its Board Meeting held on July 29, 2022. Later, the shareholders in the Annual General Meeting held on September 28, 2022 have appointed her as Independent Director for the first term of consecutive five years, w.e.f 29th July, 2022 to 28th July, 2027 (both days inclusive).
Mr. Kandula Murali Mohan (DIN: 03313407), Whole Time Director has resigned effective the closing business hours of August 12, 2023.
Mr. Alluri Ranga Raju (DIN:10044882), Promoter was appointed by the Board as an Additional Director of the Company effective August 12, 2023, who shall hold office as such up to the ensuing Annual General Meeting. However, he being eligible, offers himself to be appointed as a Non-Executive Director of the Company. The Board recommends his appointment and the same forms part of the Notice.
Company Secretary and Compliance Officer:
Ms. Nirosha Ravikanti (A68115), an Associate member of The Institute of Company Secretaries of India (ICSI) was appointed as Company Secretary and Compliance Officer of the Company w.e.f April 28, 2022.
In compliance with Regulation 36(3) of the Listing Regulations, brief resume of all the directors proposed to be appointed / re-appointed are attached along with the Notice of the ensuing Annual General Meeting.
Apart from the above, there have been no other changes in Directors and KMP.
KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31st March 2023:
Mr. Gaddam Venkata Ramana - Managing Director
Mr. Bhupathiraju Satyanarayana Raju - Whole-Time Director and
Chief Financial Officer
Mr. Kandula Murali Mohan - Whole-Time Director
Ms. Nirosha Ravikanti - Company Secretary and
Compliance Officer
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company did not have a Subsidiary / Associate/ Joint Venture Company as on the beginning of the financial year or close of financial year under report and even as on date. Further, no Company has become or ceased to become the Subsidiary/ Associate/ Joint Venture of the Company during the financial year.
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
No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the going concern status and Company''s operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.
Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended 31st March 2023, which forms part to the Statutory Auditor''s Report.
VIGIL MECHANISM
The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policyâ, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy is posted under the Investors section of the Company''s website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/familiarisation-programmejndependent-directors.pdf
ANTI-SEXUAL HARASSMENT POLICY
The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The Company has constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March 2023, there was no cases received pertaining to Sexual Harassment. Further there were no cases / complaints pending disposal as at the end of the financial year. The Company has also 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.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the company''s securities.
The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/code-of-conduct-for-prohibition.pdf
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
AUDITORS Statutory Auditors
The Members of your Company in the 6th Annual General Meeting held on September 28, 2022 appointed NSVR & Associates LLP, Chartered Accountants (Registration No. 0088015/S200060) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting i.e From the FY 2022-23 to FY 2026-27.
The Auditor''s Report on the financial statements of the Company contains the following qualifications, reservations, or adverse remarks or disclaimer and the Notes on the financial statements referred to therein are self-explanatory. AUDITORS'' QUALIFICATION AND REMARKS:
|
Auditor''s qualification / adverse remark / reservation |
Explanations or comments by the Board |
|
There are certain delays in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, Goods and Services Tax, duty of customs, duty of excise, cess and other material statutory dues as applicable to the appropriate authorities. |
It was due to insufficient cash flows and shortage of working capital on account of heavy blockage of stocks. |
|
There are certain undisputed statutory dues which have not been deposited by the company and outstanding for a period of six months from the date they become payable |
The company has paid TDS outstanding for more than six months on 15 June 2023. |
|
The Company not has fully spent the required amount towards Corporate Social Responsibility (CSR) |
Because of insufficient cash flows, the company could not spend by March 31, 2023. |
Secretarial Auditors
M/s. P S Rao & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit for the financial year 2022-2023. Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Secretarial Audit Report for the financial year ended 31st March 2023, in Form MR-3, is annexed to this Annual Report as Annexure IV.
Moreover, the Board in its meeting held on August 12, 2023 has appointed M/s P S Rao & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2023-2024.
The Secretarial Audit Report contain the following qualifications, reservations, or adverse remarks or disclaimer.
AUDITORS'' QUALIFICATION AND REMARKS:
|
Auditor''s qualification / adverse remark / reservation |
Explanations or comments by the Board |
|
As required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 , the Company not only couldn''t spend the Corporate Social Responsibility (CSR) amount by March 31, 2023 pertaining to FY 2022-2023 but also is still in the process of transferring the unspent CSR amount to a separate bank account. |
It was due to insufficient cash flows. . |
Cost Auditors
KJU & Associates, Cost Accountant (Registration No.000474) has carried out the Cost Audit for the applicable business for the year under review.
Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board of Directors in its meeting held on August 12, 2023 has appointed KJU & Associates, Cost Accountant (Registration No.000474) as Cost Auditor of the Company for the financial year 2023-24. Proposal for ratification of remuneration of the Cost Auditor is placed before the shareholders at the ensuing Annual General Meeting.
The company is maintaining cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013.
Internal Auditors
V D P & Co, Chartered Accountants are the Internal Auditors of the Company for the financial year 2022-23. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee''s meetings.
The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit.
The Directors in their meeting held on May 29, 2023 have appointed V D P & Co, Chartered Accountants as the Internal Auditors of the Company for the financial year 2023-24.
AUDIT COMMITTEE
The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The details of the composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report furnished as a part of the Annual Report.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
The details of the composition of the Stakeholders'' Relationship Committee are given in the Corporate Governance Report furnished as part of the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure-V to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India.
The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report.
The detailed report on Corporate Governance as per the format prescribed by Securities and Exchange Board of India under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from P S Rao & Associates, Practicing Company Secretaries, confirming compliance with the requirements of Corporate Governance is attached with this report as Annexure VI. There are no observations or adverse remarks in the said certificate.
As required by Listing Regulations, a certificate from P S Rao & Associates, Practicing Company Secretaries confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the companies is attached to this report as Annexure VII.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DEPOSITS
The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of your Company that have occurred between the end of the financial year (March 31, 2023) of the company to which the financial statements relate and the date of the report (August 12, 2023).
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither the Statutory Auditors nor the Internal Auditors has reported to the Audit committee under Section 143(12) of the Companies Act 2013, any instances or fraud committed against the company by its officers or employees, the details of which need to be mentioned in the Board''s report.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
No applications were made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under the review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
No one time settlement took place during the year under review.
ACKNOWLEDGMENTS
Your Directors thank the Company''s employees, customers, vendors, and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, and concerned Government departments and agencies for their co-operation.
For and on behalf of the Board
Place: Hyderabad Date: August 12, 2023
Gaddam Venkata Ramana Satyanarayana Raju Bhupathiraju Managing Director Whole-time Director & CFO
DIN: 00031873 DIN: 02697880
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