As on: May 09, 2025 12:45 PM
To,
The Members,
The Resolution Professional, appointed by the Hon'ble National Company Law Tribunal, Ahmedabad Division Bench (“NCLT”), in whom the powers of the Board of Directors are vested, presents the 19th Annual Report of the Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.
Since the Company is under Corporate Insolvency Resolution Process (CIRP) as per Section 17 of the Insolvency & Bankruptcy Code from the date of appointment of the Resolution Professional:
a) the management of the affairs of the company shall vest in the Resolution Professional.
b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.
c) the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.
d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.
1. FINANCIAL RESULT
The financial performance of the Company for the Financial Year ended on 31st March,
2024 and for the previous Financial Year ended on 31st March, 2023 is given below:
2. OPERATIONS
Total revenue for Financial Year 2023-24 is Rs. 1,714.62 Lakhs compared to the total revenue of Rs. 7651.34 Lakhs of previous Financial Year. The Company has incurred Loss before tax for the Financial Year 2023-24 of Rs. 883.41 Lakhs as compared to Profit before tax of Rs. 115.89 Lakhs of previous Financial Year. Net Loss after Tax for the Financial Year 2023-24 is Rs. 883.41 Lakhs as against Net Profit after tax of Rs. 113.20 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of business during the year under review.
4. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2024 is available on the Company's website at www.vaxtexcotfabltd.com.
5. BOARD MEETINGS AND ATTENDANCE
The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 13 (Thirteen) times viz 1st April, 2023, 8* May, 2023, 15* May, 2023, 7* June, 2023, 12* June, 2023, 17* July, 2023, 27th July, 2023, 5th August, 2023, 17th August, 2023, 24th August, 2023, 29th August, 2023 9 th November, 2023 and 14th February, 2024.
6. CHANGE IN SHARE CAPITAL
a) ALTERATION IN AUTHORISED CAPITAL OF THE COMAPNY
The Company in its Extra Ordinary General Meeting held on 6th July, 2023 has approved for increase in Authorised Capital of the Company i.e. from existing Rs. 17,00,00,000/- (Rupees Seventeen Crores Only) divided into 17,00,00,000 (Seventeen Crores) Equity shares of Rs. 1/- (Rupees Two Only) each to Rs. 19,00,00,000/- (Rupees Nineteen Crores Only) divided into 19,00,00,000 (Nineteen Crores) Equity shares of Re. 1/- (Rupee One Only) each ranking pari passu in all respect with the Existing Equity shares of the Company.
b) RIGHT ISSUE
In the Financial Year 2023-24, Company issued 5,74,62,120 equity shares of Rs. 1/- each issued at a premium of Rs. 1 /- on Right Issue Basis.
7. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2024 the applicable accounting standards have been followed and there are no material departure from the same,
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the financial year ended on 31st March, 2024.
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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 were adequate and operating effectively.
8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES
The Company has no Holding, Subsidiary, Associate Company and Joint Venture.
9. COMMENT ON AUDITORS' REPORT
There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2024. Furthermore, there were no frauds reported by the Auditors of the Company pursuant to Companies Act, 2013 and the rules made there. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,2013
The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014, is attached as Annexure - 1.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.
The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.
13. RESERVES & SURPLUS
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.
15. DIVIDEND
To conserve resources for future prospect and growth of the Company, your Directors regret to declare any dividend for the Financial Year 2023-24 (Previous Year - Nil).
16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
There are no material changes and commitments, affecting the financial position of the Company.
17. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.
18. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2023-24 (Previous Year - Nil).
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company are summarized below:
iMs. Riddhi Vohra has resigned from the post of Company Secretary of the Company w.e.f. 1st April, 2023.
2
3
Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2023-24 and till the date of Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.
22. DECLARATION BY INDEPENDENT DIRECTORS
Ms. Ziral Soni, Mr. Pranav Vajani, Mr. Kunjal Soni and Mr. Digesh Deshaval Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and is qualify to be Independent Director. They also confirmed that they meets the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations was noted by the Board. During the year 1 (One) Independent Director Meeting was held on 30th March, 2024.
23. CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - 2.
24. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
25. DEPOSITS
As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.
26. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, NonIndependent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.
28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR
During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.
29. PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-2024
30. STATUTORY AUDITOR
M/s. SSRV & Associates, Chartered Accountants, (Firm's Registration No. 135901W), Mumbai, were appointed as the Statutory Auditors of the Company. The Auditor's report for the financial year ended 31st March, 2024 has been issued with an unmodified opinion, by the Statutory Auditors.
31. SECRETARIAL AUDITOR
The Board appointed M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith marked as Annexure - 3 to this Report.
32. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated below, was held on 8th May, 2023, 15th May, 2023, 7th June, 2023, 17th July, 2023, 5th August, 2023, 24th August, 2023 9th November, 2023 and 14th February, 2024 the attendance records of the members of the Committee are as follows:
During the year all the recommendations made by the Audit Committee were accepted by the Board.
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and Remuneration Committee as tabulated below, was held on 1st April, 2023 and 15th May, 2023 and the attendance records of the members of the Committee are as follows:
C. Composition of Stakeholders Relationship Committee:
During the year under review, meetings of members of Stakeholders' Relationship committee as tabulated below, was held on 12th June, 2023 and 24th August, 2023 and the attendance records of the members of the Committee are as follows:
33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.
34. MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
The Hon'ble National Company Law Tribunal, Ahmedabad Division Bench (“NCLT”) had vide its order dated 4th January, 2024 admitted the application for the initiation of the corporate insolvency resolution process (“CIRP”) of Corporate Debtor (“Admission Order”) in terms of the Insolvency and Bankruptcy Code 2016 read with the rules and regulations framed there under as amended from time to time (“Code”). Accordingly pursuant to the provisions of Section 17 of the IBC the powers of the Board of Directors of the Corporate Debtor suspended and such powers shall be vested with Mr. Sunil Kumar Kabra having registration number as IBBI/IPA-001/IP-P01011/2017-2018/11662, appointed as the Insolvency Resolution Professional (the IRP or Interim Resolution Professional) and later on Committee of Creditors (CoC) approved the appointment of Mr. Sunil Kumar Kabra, the IRP as Resolution Professional (RP).
36. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
37. INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per Annexure - 4.
39. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.