DIRECTORS' REPORT To, The Shareholders of The Victoria Mills Limited. Ladies & Gentlemen : Your Directors present their 102nd Annual Report on the working of the Company with audited Statement of Accounts for the year ended 31st March, 2015 and the report of the auditors thereon. OPERATIONAL REVIEW: Profit before depreciation and taxation was Rs.82,26,632/- against Rs.1,14,10,830/- in the previous year. After providing for depreciation and taxation of Rs.8,49,788/- and Rs. 16,50,000/- respectively, the net profit of the Company for the year under review was placed at Rs. 57,26,844/- against Rs.92,93,685/- in the previous year. Company is in the Business of making villas in Alibaug. DIVIDEND: Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of 50% (at par with the previous year). The Dividend of 50%, if approved at the forth coming Annual General Meeting, will result in the out flow of Rs.49,28,000/- to the company in addition to Rs.9,85,309/- by way of dividend distribution tax. SHARE CAPITAL: There is no change in the share capital of the company. FINANCE: Cash and cash equivalent as at March 31, 2015 was Rs.20,52,842/-The company continues to focus on adjusting management of its working capital. Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring. FIXED DEPOSITS: Your company has not accepted any deposits within the meaning of Section-73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has granted loan to its wholly owned subsidiary i.e Victoria Land Pvt.Ltd. for an amount not exceeding Rs.12 crores from time to time and on such terms and conditions including the terms of repayment as initially agreed from time to time. The details of the investments made by the company is given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. CONSERVATION OF ENERGY: As required by the company (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed form as Annexure A to this report. As there was no manufacturing activity during the year, the information on conservation of energy and technology absorption is not applicable to your company. FOREIGN EXCHANGE EARNING AND OUT-GO: The details of foreign exchange earning and out flow are given in Annexure A to this report DIRECTORS: Your attention is invited to the Special Business mentioned in the notice of the Annual General Meeting regarding re-appointment of Mr. Aditya Mangaldas as Managing Director of the Company for a period of 3 years. The information relating to the same has been given in the Explanatary Statement accompanying the notice. Director Smt. Mamta Mangaldas retire by rotation and being eligible, offer herself for re-appointment. The Directors recommend Smt. Mamta Mangaldas for re-appointment. The Board of Directors has appointed Mr. Rashmikant K.Shah as an Additional Director of the Company w.e.f. 22nd May 2015. Mr. Rashmikant K. Shah hold office upto the date of the forthcoming Annual General Meeting. Accordingly, his candidature for appointment as a Director has been included in the Notice convening the forthcoming Annual General Meeting of the Company. During the year under review Mr. Rashmikant K.Shah has resigned from the position of Company Secretary w.e.f. 31st March 2015 and Mr. Puneet Motwani having requisite qualification and membership number has been appointed as Company Secretary w.e.f. 1st April 2015. BOARD EVALUATION: During the year, pursuant to the provisions of the Companies Act, 2013, the Board adopted a formal mechanism for evaluation of its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meeting and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. MEETINGS: During the year four Board Meetings were convened and held. The intervening gap between the meeting was within the period prescribed under the Companies Act, 2013. The Independent Directors meeting was held on 25th March 2015, where all the Independent Directors were present. The meeting reviewed the following things:- a) the performance of non-independent directors and the Board as a whole. b) The performance of the Chairperson of the Company, taking into accounts the reviews of executive directors and non-executive directors. c) To assess the quality, quantity and timeliness of flow of information between the company's management and the board that is necessary for the Board to effectively and reasonably perform their duties. The independent directors carried out an evaluation performance of the non-independent directors on the basis of the above mentioned points on the rating scale of 1 to 5 where 1 being the lowest score and 5 being the highest score. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review. iii. The directors have 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. iv. The directors have prepared the annual accounts on a going concern basis. v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. RELATED PARTY TRANSACTIONS: There are no related party transactions during the year. There are no materially significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. SUBSIDIARY COMPANIES: The Company has one wholly owned subsidiary i.e Victoria Land Pvt.Ltd. VIGIL MECHANISM/WHISTLE BELOWER POLICY: The Company has a vigil mechanism Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing with the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. AUDITOR'S REPORT The observations made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. AUDITORS: The Auditors M/s. Sorab S.Engineer & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. SECRETARIAL AUDIT: Pursuant to 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. Nilesh Shah and Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure "B". EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C". 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 reports and accounts are being sent to the members and other entitles 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 ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. ACKNOWLDGEMENT: Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance. On behalf of the Board of Directors ADITYA MANGALDAS Chairman & Managing Director (DIN: 00032233) Place: Mumbai Date: 22.05.2015 |