DIRECTOR’S REPORT
To .
The Members
VINNY OVERSEAS LIMITED
The Directors take pleasure in presenting the Annual Report of the Company . together with the Audited Accounts for the financial year ended on 31st March, 2018.
FINANCIAL SUMMARY/HIGHLIGHTS:
During the year under review v our comp any h as carne d a pro fi t of Rs. 3,01,71,860/- after providing Rs 2,06,53,470/- depreciation,'Rs 1,12,50,000/towards income tax, .
During the year under review, turnover and profitability both have increased in comparison to earlier year due to market condition. Your directors expect better future prospects in the coming year.
DIVIDEND:
Keeping in mind the future prospects and progress of the company you . directors have recommended not to declare any dividend on Equity Shares for -year. 2017-18. . ~
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Hoard of Directors at its meeting held on 12th August, 2017, appointed Mr. Jyotindra Madhavlal Adcshra & Mr. Tarunkurnar Kaushikray Mankad as an additional director in the capacity of Non-Executive Independent Director of the company who holds their office up to the conclusion of this Annual General ' Meeting and being eligible, and in respect of whom the company has received a notice in writing under section 160 of the companies act, 2013 proposing there .
candidature for the office of Director and who has submitted a declaration that they meets the criteria for Independence as provided in section 149(6) of the Act, the members meeting held on 16’!l August 2017 approved the appointment of Mr. Jyotindra Madhavlal Adcshra & Mr. Tarunkurnar Kaushikray Mankad.as an ’ , Independent Director with effect from 16th August 2017 for the period of 5 years.
In accordance with the provision to the companies act, 2013 & articles of association of the company, Mrs. batadevi Hi ratal Parekh & Ms. Nishita Shah, Directors of the company, retire by rotation at the ensuing annual general meeting being eligible, seeks reappointment.. The board recommends their reappointment. .
In accordance with the provisions of companies act, 2013, Mr. Pushpendra Singh was appointed as a company secretary on 3 2th August., 2017 has resigned . from the said post of Company Secretary on 19th March, 2018.
In accordance with the provision of the companies act, 2013, Mr. Mularam Naruram Prajapati was resigned from the post of chief financial officer of the company with effect from 19th March, 2018. .
In accordance with the provision of companies act, 2013, Mrs. Vandani Sumanth Chowdhary who was appointed as an Executive Director of the ' company by the board of directors with effect from 12Ul May 2010 has submitted ; her consent to act. as Non-Executive Director of the company. The board recommends their change in designation.
Except above there were no change in the directors and key managerial ' personnel during the year under review except as above,
DEPOSITS:
The company has not accepted any deposit from public within the meaning of section 73 to 76 of the companies act, 2013 (“The Act”} and the rules framed there under.
DIRECTORS’ RESPONSIBILITY STATEMENT:
To. the best of the knowledge and belief your directors make following ' statements in terms of section 134 Pursuant, to the requirement of section 134(5) of the Companies Act, 2013, with respect, to Directors1 Responsibility Statement, it is hereby confirmed:
1. That in the preparation of the annual accounts for the year ended 31st March 2018, the applicable. accounting standards have been followed along with proper explanation wherever required and there are no material departures from the same.
2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that arc 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 profit of the company for the aforesaid period.
3. that, the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; . .
4. that the Directory had prepared the annual accounts on a going concern basis; and
5. That 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.
6. That the directors had devised proper systems to ensure compliance with the .' provisions of all applicable laws and that such systems were adequate and ' . operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions, entered into during the financial year were on a length arm basis and in the ordinary course of business. There were no .material . related party transactions made by the company with the key managerial person which may have potential conflict with the interest of the company at large, . related party transactions are provided in notes to financial statements.
SHARE CAPITAL:
The authorized share capital of the company as on 31st March 2018 . 12,50,00,000/- (Rs. Twelve error fifty lakhs) divided into 1,25,00,000/- One Crore twenty five Lakhs only) equity shares of Rs. 10/ each ranking pari passu.
The paid-up equity share capital as on 31st March 2018 was Rs, 660.26 Lacs.” ;
During the year company haven't change its share capital .by any means. , .
EXTRACT OF ANNUAL RETURN:
Extract of annual return in MGT 9 is annexed to the report as Annexure 2.
LOANS, GUARENTEE & INVESTMENTS:
The company has not given any loans and guarantee and does not have investments during the year under the provision(s) of section 186 of act.
INTERNAL FINANCIAL CONTROL SYSTEM:
As per the provisions of I he com panics act, The director have the responsibility.
Tor ensuring that the company has proper internal financial control system to , provide with resource assurance regarding adequacies and operative . effectiveness of control to enable the director to meet their responsibility. Company has in place sound system lo ensure for safe guarding of the assets, • detection of fraud and error, reliable financial information and accuracy of accounting records ctc. _ .
RISK MANAGEMENT:
The company has a place a mechanism to identify assess monitor and mitigate different risk of business. The major relevant, risk include increase in price of . input materials, market risk, oversight in estimation and other major areas in risk management includes process of estimation, contract management and timely decision making process. .
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. .
The particulars as prescribed tinder section 134(3)(m) of the companies act, . 2013 read with the rules are Annexure 3 hereto and form part of this report.
PARTICULARS OF THE EMPLOYEES:
As regard particulars under section 197 of the act and companies (Appointment • and recommendation of managerial personnel) rules; there is no employees who was in receipt of remuneration of not less than Rs. 60,00,000/- during the year . ended 31sr March 2018 or not less than Rs. 5,00,000/- per month during any
part of the said year. .
NUMBER OF MEETINGS OF BOARD:
The Hoard of Directors duly met 7 (Seven) times.
AUDITORS:
M/s. Kishan M Mehta & Co, (AUDITOR OF YOUR COMPANY), Chartered Accountants, (Firm Registration No. 1005229W). is appointed as statutory . auditors of the company for a term of five years and to hold the office from conclusion of-this annual general meeting(AGM) till conclusion of the AGM to be - held in the year 2022.
It is further provided that ihc Company shall place the matter relating to such appointment Tor ratification by members at every annual general meeting. .
The observation made in auditor's report on company’s financial statements is self-explanatory. The auditor’s report does not contain any qualification and - adverse remark.
AUDITORS’ REPORT AND NOTES ON ACCOUNTS:
The Board has duly reviewed the Statutory Auditor’s Report on the Accounts.
The observations comments and notes of Auditor are self-explanatory and do • not call for any further explanation /clarification. .
APPRECIATION:
Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report. . -
. Your Directors, also take this- opportunity to place on record the valuable cooperation and continuous support extended by its valued business associates, • Auditors, Supplier, Customers, Banks / Financial Institutions, Government ; authorities and' the shareholders for their continuously reposed confidence in . . ' the Company and look forward to having the same support in all its future endeavors. .
For paid on behalf of the Board
Place: Ahmedabad
Date: 07/08/2018 Chairperson
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