Vani Commercials Director Discussions


The Members of

Vani Commercials Limited

Your Directors have pleasure in presenting the 35th Directors Report of your Company together with the Audited Financial Statement along with Auditors Report for the Financial Year ended, 31st March, 2022.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

(a) Financial Highlights

(Amount in Rupees)

Particulars Current year Previous Year
Total Income 1,06,39,318.00 66,79,909.00
Total Expenses (9488658.00) (62,72,673.00)
Profit/ (Loss) Before Tax 11,50,660.00 4,07,236.00
Tax Expenses
Current Tax 2,98,706.00 1,05,882.00
Deferred Tax 466.00 630.00
Provision for Standard Assets 3,88,950.00 1,018.00
Profit/(Loss) after Tax 4,62,538.00 2,99,706.00
Transfer to Statutory Reserves 1,15,635 74,926.00
Net Profit Transferred to General Reserves 0 0
Earnings per share (Rs.)
Basic 0.11 0.07
Diluted 0.11 0.07

During the year, your Company recorded Total Income of Rs 1,06,39,318/- (previous year 66,79,909.00). The Company recorded a Net Profit of 4,62,538/- during the Financial Year ended 31st March, 2022 as against net profit of 2,99,706/- in the previous year. Further as the Company is a Non-Deposit Accepting NBFC, it made provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

(b) Capital Structure

The Authorised Share Capital as at March 31, 2022 stood at Rs.

5,05,00,000/- (Rupees Five Crore Five Lakh only) divided into 50,50,000 (Fifty Lakh Fifty thousand) equity shares of Rs. 10 (Ten) each and the paid up Equity Share Capital as at March 31,2022 stood at 4,11,98,000/ - (Rupees Four Crore Eleven Lakh Ninety Eight Thousand only) divided into 41,19,800 (Forty-one Lakh Nineteen thousand Eight hundred only) equity shares of Rs. 10(Ten) each. During the year under review there was no changes reported.

(c) Transfer to Reserves in Terms of Section 134 of The Companies Act, 2013

For the Financial Year ended 31st March, 2022, the Company has not proposed to carry any amount to the General Reserve Account.

(d) Transfer To Statutory Reserves

For the financial year ended 31st March, 2022, Company has transferred 25% of Net Profit of Rs. 1,15,635/- to Statutory Reserve Account as required under the provisions of Section 45-IC of RBI Act, 1934.

(e) Dividend

Board does not recommend any dividend, due to meager profit in the Financial Year 2021-22.

(f) Loans

The Company has not taken unsecured loans from its director(s) in the Financial Year 2021-22 as in its ordinary course of business and proposed to convert the existing loans for aggregate amount of Rs. 5,95,00,000/- into equity by passing Special Resolution through Postal Ballot from the Members of the Company.

(g) Material Changes and Commitments

There are no material changes from the end of the Financial Year 202122 till the date of this report.

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013 and under provision of Section 45-IA of the RBI Act, 1934.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES IN BOARD OF DIRECTORS

During the Financial Year ended 31st March 2022, the following changes were made in Board of Directors of Company:

• Mr. Jitender Kumar Juneja (DIN:06639752) resigned from the post of Managing Director and CFO of the Company with effect from 30th November, 2021.

• Ms. Neha Ashish Karia (DIN: 07894660) resigned from the post of Director of the Company with effect from 25th January, 2022.

• Ms. Binal Shah (DIN:09371388), was appointed as Additional Director of the Company with effect from 25th January, 2022 and was later regularized as Whole-Time Director of the Company by the Members of the company by passing Special Resolution through Postal Ballot on 1st April, 2022.

• Ms. Pooja Bhatia (DIN:00188770) resigned from the post of Director w.e.f. 23rd February, 2022.

• Mr. Vishal Abrol was appointed as Additional Director of the Company and thereafter, the Managing Director of the Company w.e.f. 28th May, 2022 on recommendations received by the Board from the Nomination and Remuneration Committee.

Therefore, as on the date of this report, the Board consists of the following Directors:

S. No. Name DIN Designation
1. Mr. Vishal Abroi 06938389 Managing Director
2. Ms. Binal Shah 09371388 Whole-Time Director
3. Mr. Mukesh Sukhija 01038078 Non Independent Non Executive Director
4. Mr. Naresh Kumar Mansharamani 07160387 Independent Non Executive Director
5. Mr. Manoj Kumar Pahwa 00398839 Independent Non Executive Director

CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Vishal Abrol was appointed as the Chief Executive Officer of the Company w.e.f. 22nd November, 2021, however he tendered his Resignation to the Board of Directors of the Company w.e.f. 28th May, 2022 as CEO and took position of Managing Director of the Company .

Ms. Manisha Sharma placed her resignation from the post of Company Secretary and Compliance Officer w.e.f. 30th November, 2021. Consequently, Ms. Ishita Agarwal was appointed as Company Secretary and Compliance Officer w.e.f. 25th January, 2022.

Mr. Pitamber Pabbi was appointed as the Chief Financial Officer of the Company w.e.f. 23rd March, 2022.

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Mukesh Sukhija (DIN: 01038078) will retire by rotation at the ensuing Annual General Meeting (‘AGM) of the Company and, being eligible, offers himself for re-appointment. The Board has recommended his re-appointment.

(C) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

A declaration from, Mr. Naresh Kumar Mansharamani, has been received by the Company confirming that he meets the criteria of Independence in accordance with Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). His name is included in the Databank of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Whereas, Mr. Manoj Kumar Pahwa, who was appointed as Independent Director on 05th February, 2021 confirmed that he meets with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the website of the Company http://www.vanicommercials.com/wp-content/uploads/2019/06/FRAMEWORK-FOR-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

The Company has formulated the Code of Conduct for Directors and Senior Management Personnel, further the Board of Directors and Senior Management Personnel have fully complied with the provisions of the Code of Conduct of Board of Directors and Senior Management of the Company during the Financial Year ending 31st March, 2022.

(D) KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Vishal Abrol, Managing Director, Ms. Binal Shah, Whole-Time Director (WTD), Mr. Pitamber Pabbi, Chief Financial Officer (CFO) and Ms. Ishita Agarwal, Company Secretary.

(E) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than the Managing Director and Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(F) REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure- I to this Report.

(G) BOARD EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In the separate meeting of Independent directors, performance of non independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2022, 7 (Seven) meetings of the Board were held on 25th June, 2021, 10th August, 2021, 12th November, 2021, 22nd November, 2021, 25th January, 2022, 23rd February, 2022 and 23rd March, 2022.

5. BOARD COMMITTEES AND MEETINGS

Presently, the Company has 3 (Three) Board Committees with the following members:

Audit Committee Mr. Manoj Kumar Pahwa Chairman
Mr. Naresh Kumar Mansharamani Member
Mr.Mukesh Sukhija Member
Nomination and Remuneration Committee Mr. Naresh Kumar Mansharamani Chairman
Mr. Manoj Kumar Pahwa Member
Mr. Mukesh Sukhija Member
Stakeholders Relationship Committee Mr. Mukesh Sukhija Chairman
Mr., Naresh Kumar Mansharamani Member
Mr. Manoj Kumar Pahwa Member

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2022, 5 (Five) meetings of the Committee were held on 25th June, 2021, 10th August, 2021, 12th November, 2021, 25th January, 2022 and 23rd March, 2022.

THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2022, 4 (Four) meetings of the Nomination and Remuneration Committee were held which are as follows: 25th June, 2021, 22nd November, 2021 and 25th January, 2022 and 23rd March, 2022.

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2022, 4 (Four) meetings of Stakeholders Relationship Committee were held which are as follows: 25th June, 2021, 10th August, 2021, 22nd November, 2021 and 25th January 2022.

DETAILS OF BOARD MEETINGS HELD DURING THE FY2021-22

S. No. Date of Meeting Type of Meeting Total Number of directors associated as on the date of meeting Number of directors attended % of attendance
1 25.06.2021 BM 6 5 100
2 10.08.2021 BM 6 5 100
3 12.11.2021 BM 6 5 100
4 22.11.2021 BM 6 5 100
5 25.01.2022 BM 5 5 100
6 23.02.2022 BM 4 4 100
7 23.03.2022 BM 4 4 100

Mrs. Neha Ashish Karia did not attend meetings on 25th June, 2021, 10th August 2021, 12th November 2021 and 22nd November, 2021

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2020-21

S. No. Date of Meeting Type of Meeting Total Number of Members entitled to attend Committee meeting Number of Directors attended % of attendance
1 25.06.2021 AC 3 3 100
2 10.08.2021 AC 3 3 100
3 12.11.2021 AC 3 3 100
4 25.01.2022 AC 3 3 100
5 23.03.2022 AC 3 3 100
6 25.06.2021 NRC 3 3 100
7 22.11.2021 NRC 3 3 100
8 25.01.2022 NRC 3 3 100
9 23.03.2022 NRC 3 3 100
10 25.06.2021 SRC 3 3 100
11 10.08.2021 SRC 3 3 100
12 22.11.2021 SRC 3 3 100
13 25.01.2022 SRC 3 3 100

6. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability confirm that

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper explanation relating to material departures, if any;

ii) they have 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 the financial year and of the profit and loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at March, 31 2022 the Company does not have any subsidiary, associate or joint venture.

8. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE Limited and listing fee for the financial year 2022-23 has been duly paid.

9. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE661Q01017.

10. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company since the paid up capital of the Company is below Rs. 10 crores and also the net worth of the Company is below Rs. 25 Crores. Thus, the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.

11. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2021-22, the Net Worth of the Company and Turnover of the Company was below prescribed limit therefore provisions of Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has 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

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial year. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2021-22:

S.No. Name Designation Ratio
1 Jitender Kumar Juneja Managing Director and CFO 10.22:1
2 Binal Shah Whole-Time Director 1:1
3 Mukesh Sukhija Director Nil
4 Manoj Kumar Pahwa Director Nil
5 Naresh Kumar Mansharamari Director Nil
6 Pooja Bhatia Director Nil
7 Neha Ashish Karia Director Nil
8 Vishal Abrol Chief Executive Officer 1:1
9 Manisha Sharma Company Secretary 4.38:1
10 Ishita Agarwal Company Secretary 1:1
11 Pitamber Pabbi Chief Financial Officer Nil

Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2021-22:

S. No. Name Designation % increase
1 Jitender Kumar Juneja Managing Director and CFO 4.38%
2 Binal Shah Whole-Time Director Nil
3 Mukesh Sukhija Director Nil
4 Manoj Kumar Pahwa Director Nil
5 Naresh Kumar Mansharamani Director Nil
6 Pooja Bhatia Director Nil
7 Neha Ashish Karia Director Nil
8 Vishal Abrol Chief Executive Officer Nil
9 Manisha Sharma Company Secretary 3.62%
10 Ishita Agarwal Company Secretary Nil
11 Pitamber Pabbi Chief Financial Officer Nil

Percentage increase in Median remuneration of employees in financial year 2021-22: There was decrease of 1.33% in Median remuneration of employees in financial year 2021-22

• Number of permanent employees on rolls of the Company as on 31st March, 2022: 6 (Six)

• Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

Average remuneration increase for Non Managerial Personnel of the Company during the financial year was 10%-20%.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

13. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified under subsection (1) of section 148 of the Companies act, 2013 is not applicable to the company and accordingly accounts and records are not maintained as per the provisions of this section.

14. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.

15. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

16. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The Company is a Non Banking Finance Company, registered with the Reserve Bank of India, thus the provisions of the Section 186 of the Companies Act, 2013 do not apply to the Company.

17. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2022, the Company has entered into any Related Party Transactions. The details of the same are in Form AOC-2 enclosed and marked as Annexure-ll.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at weblink:http://www.vanicommercials.com/wp-content/uploads/2019/06/VANIPolicy-on-materiality-of-Related- Party-Transactions-and-on-dealing-with-Related-Party-Transactions.pdf

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators/ Courts / Tribunals which would impact the going concern status of the Company and its future operations.

19. EXTRACT OF ANNUAL RETURN

The details of Annual Return is available on the website of the company at the weblink.

20. STATUTORY AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time,, M/s MKRJ & Co., Chartered Accountants, appointed as statutory auditors of the Company from the conclusion of the 30th Annual General Meeting held on 28th September, 2017 till the conclusion of this AGM of the Company to be held in 2022.

Their re-appointment as Statutory Auditors of the Company from the conclusion of the 35th AGM till the conclusion of 40th AGM of the Company is proposed to be made by the members of the Company in the 35th AGM on Saturday, 9th July, 2022.

The comments made by the Auditors in their Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming a part of the Annual Report.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2021-22.

Steps taken by the company for utilizing alternate sources of energy:

NIL

Capital investment on energy conservation equipment: NIL TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

(II) No technology was/were imported during the last 3 years reckoned from the beginning of the Financial year.

(III) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the financial year.

23. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Ms. Kavita, Practicing Company Secretary of M/sAK Nandwani & Associates as the Secretarial Auditor of the Company for the Financial Year 2021-2022. The Secretarial Audit Report given by Ms. Kavita Yadav, Practicing Company Secretary of M/s A K Nandwani & Associates is provided under Annexure- III to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

24. COMPLIANCE WITH SECRETARIAL STANDARD

The Board of directors states that the company has complied with the provisions of the applicable Secretarial standards issued by the Institute of Company Secretaries of India, as amended from time to time

25. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at weblink http://www.vanicommercials.com/wp-content/uploads/2015/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

26. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For & on behalf of Board of Directors
For Vani Commercials Limited
Sd /- Sd/-
Vishal Abrol Binal Shah
Date: 28th May, 2022 Managing Director Whole-Time Director
Place: New Delhi DIN:01038078 DIN:09371388