To,
The Members,
Vidya Wires Limited
Your Directors are pleased to present the 43rd Annual report
together with the Audited Financial Statements and Auditors' Report for the financial year
ended 31st March, 2025. Further, in compliance with the Companies Act, 2013, the Company
has made all requisite disclosures in this Board report with the objective of
accountability and transparency in its operations to make you aware about performance and
future perspectives of the Company.
1. FINANCIAL SUMMARY:
| PARTICULARS |
Standalone |
Consolidated |
|
As at the end of the current reporting
period (2024-25) |
As at the end of the current reporting
period (2023-24) |
As at the end of the current reporting
period (2024-25) |
As at the end of the current reporting
period (2023-24) |
| Total Revenue |
14,846.57 |
11,842.24 |
14,858.29 |
11,841.92 |
| Total Expenses |
14,293.78 |
11,500.39 |
14,310.59 |
11,503.16 |
| Profit or Loss before Tax |
552.79 |
341.85 |
547.70 |
338.76 |
| Less: Provision for Tax / Tax Paid |
(139.66) |
(86.50) |
(139.66) |
(86.50) |
| Less / Add: Deferred Tax |
(2.59) |
5.29 |
(2.46) |
5.38 |
| Profit or Loss After Tax |
410.54 |
260.64 |
405.58 |
257.64 |
The company has made a total revenue of Rs. 14,846.57 million (previous
year Rs. 11,842.24 million) for the year 2024-25. Profit before Tax stands at Rs. 552.79
million (Previous year Rs. 341.85million) and the net profit is Rs. 410.54 million as
against Rs. 260.64 million during the previous year. The sales turnover and Net Profit
were higher as comparing with the previous year mainly due to volume growth during the
year under review. As a matter of policy, we make purchases of input copper against sale
orders of finished goods on back-to-back transactions, and hence the working of the
company is not impacted due to price fluctuations. The profitability was better due to the
product mix during the current year. With expected demand on account of growth in
renewable energy and other industrial products, we expect that the same will ultimately
increase the business quantum of the industry. Our company expects to benefit in terms of
business growth and the management is hopeful of better performance in the coming years.
2. STATE OF COMPANY AFFAIRS & CHANGE IN BUSINESS:
The Company is in the business of manufacturing and sale of winding and
conductivity products and there is no change in company affairs or business by the company
during the period under review. The Company is in process of expansion by setting up a
manufacturing facility.
3. CHANGE IN CONSTITUTION OF THE COMPANY:
The Constitution of the Company has been changed from Private Limited
to Public Limited with the approval of Shareholders at their meeting held on 15th
July, 2024 and approval of Registrar of Companies, Gujarat was accorded vide its
Certificate of Name Change pursuant to conversion of Private Limited Company to Public
Limited Company on September 16, 2024.
4. DIVIDEND:
With a view to conserve resources, your Directors do not recommend any
dividend for the year 2024-2025.
5. SHARE CAPITAL:
During the year under consideration, the following changes took place
in Share Capital:
(a) Authorised Capital:
At the beginning of the year:
The Authorised capital of the Company at the beginning of the year was
Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 (Forty Lakhs) numbers of
Equity Shares of Rs. 10 (Rupees Ten Only) each.
Changes took place during the year:
(i) Increase
During the year 2024-2025, Authorised Capital have been increased from
Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 (Forty Lakhs) numbers of
Equity Shares of Rs. 10 (Rupees Ten Only) each to Rs. 25,00,00,000 (Rupees Twenty Five
Crores) divided into
2,50,00,000 (Two Crores Fifty Lakhs) numbers of Equity Shares of Rs. 10
(Rupees Ten Only) each with the approval of Members at their Annual General Meeting held
on 21st September, 2024.
(ii) Sub Division
During the year 2024-2025, Authorised Capital of Rs. 25,00,00,000
(Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs) numbers of
Equity Shares of Rs. 10 (Rupees Ten Only) have been subdivided into Rs. 25,00,00,000
(Rupees Twenty Five Crores) divided into 25,00,00,000 (Twenty Five Crores) numbers of
Equity Shares of Rs. 1 (Rupees One Only) each with the approval of Members at their Extra
Ordinary General
Meeting held on 7th October, 2024.
At the end of the year.
At the year ended on 31st March, 2025, Authorised Capital
stood at Rs. 25,00,00,000 (Rupees Twenty Five Crores) divided into 25,00,00,000 (Twenty
Five Crores) numbers of Equity Shares of Rs. 1 (Rupees One Only) each
(b) Issued, Subscribed and Paid-up Capital:
At (he beginning of the year:
The Issued, Subscribed and Paid-up capital of the Company at the
beginning of the year was Rs.
4.00. 00.000 (Rupees Four Crores) divided into 40,00,000 (Forty Lakhs)
numbers of Equity Shares of Rs. 10 (Rupees Ten Only) each.
Chanties took place during the year:
(i) Sub Division
During the year 2024-2025, Issued, Subscribed and Paid-up Capital of
Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000 (Forty Lakhs) numbers of
Equity Shares of Rs. 10 (Rupees Ten Only) each fully paid up, have been subdivided into
Rs. 4,00,00,000 (Rupees Four Crores) divided into 4,00,00,000 (Four Crores) numbers of
Equity Shares of Rs. 1 (Rupees One Only) each fully paid up, with the approval of Members
at their Extra Ordinary General Meeting held on 7th October, 2024.
(ii) Bonus Issue
During the year 2024-2025, 3 (Three) numbers of Equity Shares of Rs. 1
(One Only) each fully paid up were issued and allotted to the Shareholders holding 1 (One)
Share of Rs. 1 (One only) each fully paid up with the approval of Members at their Extra
Ordinary General Meeting held on 7th October, 2024 and with the approval of allotment by
Board at its meeting held on 19th November, 2024; thereby increase in Issued, Subscribed
and Paid-up Capital took place by Rs. 12,00,00,000 (Rupees Twelve Crores) divided into
12,00,00,000 (Twelve Crores) numbers of Equity Shares of Rs. 1 (Rupees One Only) each
fully paid up.
At the end of the year.
At the year ended on 31st March, 2025, Issued, Subscribed
and Paid-up Capital stood at Rs.
16.00. 00.000 (Rupees Sixteen Crores) divided into 16,00,00,000
(Sixteen Crores) numbers of Equity Shares of Rs. 1 (Rupees One Only) each.
6. CHANGE IN REGISTERED OFFICE OF THE COMPANY:
The Company has changed its registered office from 123/B Vithal
Udyognagar Vallabh Vidyanagar, Anand - 388121, Gujarat, India to PLOT NO. 8/1-2, GIDC,
Opp. SLS Industries, Vithal Udyognagar, Anand - 388121, Gujarat, India with effect from 19th
June, 2024.
7. SUBSIDIARIES AND JOINT VENTURE COMPANY:
There is only one Wholly Subsidiary Company namely ALCU Industries
Private Limited and no other Joint Venture & Associate Companies.
Financial statements in respect of each of the subsidiaries shall be
available for inspection at the Registered Office of the Company. The Company will also
make available these documents upon request by any Member of the Company interested in
obtaining the same. The financial statements of subsidiary companies are also available on
the website of the Company. During the year under review, none of the companies ceased to
be subsidiary, joint venture or associate company of the Company.
The Consolidated Financial Statements of Vidya Wires Limited and its
subsidiary is prepared in accordance with Ind AS- 110 on Consolidated Financial statements
and Equity method of accounting given in Ind AS - 28 on "Accounting of Investments in
Associates in Consolidated Financial statements". The details of such subsidiary are
as follows:-
| Name of company |
Nature of relation |
| 1. ALCU Industries Private Limited |
Wholly Owned Subsidiary |
8. CHANGE IN DIRECTORS:
During the year under review, following Directors have been appointed
or redesignated:
| Name of the Directors |
Appointment / Cessation or Resignation |
| 1 Shyamsundar Rathi |
Redesignated from Chairman & Managing Director to
Chairman & Whole Time Director w.e.f. 01s1 July, 2024 |
| 2 Shailesh Rathi |
Redesignated from Director to Managing Director w.e.f. 01st
July, 2024 |
| 3 Shilpa Rathi |
Appointed as Additional Director w.e.f 19th June,
2024 and Redesignated as Whole Time Director w.e.f. 01st July, 2024 |
| 4 Prashant Chandrakant Amin |
Appointed as Independent Director w.e.f. 21st
September, 2024 |
| 5 Rajnikant Chimanlal Diwan |
Appointed as Independent Director w.e.f. 21st
September, 2024 |
| 6 Balveermal Kewalmal Singhvi |
Appointed as Independent Director w.e.f. October 07, 2024 |
9. FORMATION OF VARIOUS COMEETEES:
During the year, your Directors have Reconstituted Corporate Social
Responsibility Committee and constituted various committees in compliance with the
Companies Act, 2013 including rules made thereunder and as per SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 20\5.
The Board of Directors has the following Committees compositions as on
March 31, 2025:
| Name of the Committee |
Name of the Committee Members |
Chairman |
| i Audit Committee |
Rajnikant Chimanlal Diwan |
Balveermal Kewalmal Singhvi |
Shyamsundar Rathi |
Rajnikant Chimanlal Diwan |
| 2 Nominationand Remuneration Committee |
Rajnikant Chimanlal Diwan |
Balveermal Kewalmal Singhvi |
Prashant Chandrakant Amin |
Rajnikant Chimanlal Diwan |
| 3 Stakeholder Relationship Committee |
Prashant Chandrakant Amin |
Shyamsundar Rathi |
Shailesh Rathi |
Prashant Chandrakant Ami! |
| 4 Corporate Social Responsibility Committee |
Shyamsundar Rathi |
Shailesh Rathi |
Prashant Chandrakant Amin |
Shyamsundar Rathi |
| 5 IPO Committee |
Shilpa Rathi |
Rajnikant Chimanlal Diwan |
Balveermal Kewalmal Singhvi |
Shilpa Rathi |
| 6 Committee of Independent Directors |
Rajnikant Chimanlal Diwan |
Balveermal Kewalmal Singhvi |
Prashant Chandrakant Amin |
Balveermal Kewalmal Singhvi |
The Committee composition is also placed on the website of the Company
which can be accessed at
https://www.vidyawire.eom/wp-content/uploads/2025/01/Composition-of-Board-of-Directors-
and-Commillees-3 .pdf.
10. CHANGE IN KEY MANAGERIAL PERSONNELS:
Your Directors have appointed Mr. Alpesh Makwana as Company Secretary
& Compliance Officer w.e.f August 29, 2024 and Mr. Naveen Pachisia as Chief Financial
Officer of the Company w.e.f. November 19, 2024.
11. ADOPTION OF INDIAN ACCOUNTING STANDARDS:
Your Company has adopted Indian Accounting Standards as issued by the
Institute of Chartered Accountants of India w.e.f. 01st April, 2024 and
prepared the Financial Statement accordingly.
There were no revisions made to the financial statements during the
year under review.
The Consolidated Financial Statements of the Company are prepared in
accordance with the applicable Indian Accounting Standards as issued by the Institute of
Chartered Accountants of India and forms an integral part of this Report.
12. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business and that the
provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not
attracted.
The transactions with related parties as per requirements of Indian
Accounting Standard (IND AS-24) - 'Related Party Disclosures' are disclosed in Note No. 34
of Notes to Accounts
(Standalone Financial Statements) and Note No. 34 of Notes to Accounts
(Consolidated Financial Statements). All Related Party Transactions are placed before the
Audit Committee and also to the Board for approval. Omnibus approval was obtained for
transactions which are of repetitive nature. The policy on materiality of Related Party
Transactions as approved by the Board of Directors has been uploaded on the website of the
Company at the link:
hUps://www.vidvawire.com/wp-content/ui:>loads/2025/07/q-Related-Partv-Transaclions-
policy.pdf.
13. INDUSTRIAL RELATION:
Industrial relations remained cordial throughout the year. The Board
wishes to place on record their wholehearted appreciation for co-operation tendered by all
the employees in this direction.
14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted Vigil Mechanism/Whistle Blower Policy in
accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the same is
uploaded on the website of the Company which can be accessed at
https://www.vidvawire.com/wp- contcnl/uploads/2024/12/c-Viail-mechanism-policy.pdf.
Under this policy, your Company encourages its employees to report any
reporting of fraudulent financial or other information to the stakeholders, and any
conduct that results in violation of the Company's code of business conduct, to the
management (on an anonymous basis, if employees so desire). Further, your Company has
prohibited discrimination, retaliation or harassment of any kind against any employees
who, based on the employee's reasonable belief that such conduct or practice have
occurred or are occurring, reports that information or participates in the investigation.
The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's
website at www.vidyawire.com .
15. POLICY FOR MATERIAL SUBSIDIARIES:
In accordance with the provisions of the Listing Regulations, the
Company has framed a policy for Material Subsidiaries in order to determine the Material
Subsidiaries and to provide governance framework for such subsidiaries. The said policy
has been placed on the website of the Company at
https://www.vidyawire.com/wp-contenl/uploads/2024/12/i-Determination-of-
Material-Subsidiary.pdf.
16. POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR
AND OTHER MATTERS:
The Board of Directors have framed a Board Diversity policy which lays
down a framework in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and Non-Executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and payment of
remuneration to other employees.
The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment and removal
of Directors, Key Managerial Personnel / Senior Management and performance evaluation
which are considered by the Nomination and Remuneration Committee and the Board of
Directors.
The Policy sets out a framework that assures fair and optimum
remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and
other employees such that the Company's business strategies, values, key priorities
and goals are in harmony with their aspirations. The policy lays emphasis on the
importance of diversity within the Board, encourages diversity of thought, experience,
background, knowledge, ethnicity, perspective, age and gender at the time of appointment.
The Nomination, Remuneration and Board Diversity policy is directed
towards rewarding performance, based on achievement of goals. It is aimed at attracting
and retaining high calibre talent.
The Company's Nomination and Remuneration Policy for Directors,
Key Managerial Personnel and other employees is available on Company's website at
https://www.vidvawire.com/wp- content/uploads/2024/12/i-Board-Diversitv-Policy.pdf.
17. MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the 11 (Plleven) Board Meetings were held
on 15.04.2024,
19.06.2024, 28.08.2024, 21.09.2024, 05.10.2024, 17.10.2024, 19.11.2024,
12.12.2024,
19.12.2024, 11.01.2025 and 19.03.2025 and the gap between two Board
Meetings was well within the limit as prescribed by the Companies Act, 2013. In respect of
the meetings, proper notice was given and the proceedings were recorded and signed Minutes
Book maintained for the purpose.
18. MEETINGS OF THE COMMITTEES:
During the year under review various committees met as below:
Audit Committee met 3 Times on 12/12/2024, 19/12/2024 and 11/01/2025
Corporate Social Responsibility Committee met one time on 15/04/2024 Nomination and
Remuneration Committee met one time on 19/11/2024
19. MEETING OF THE MEMBERS:
During the year under review, shareholders met Four times on 15.07.2024
(Extra Ordinary General Meeting), 21.09.2024 (Annual General Meeting), 07.10.2024 (Extra
Ordinary General Meeting) and 20.12.2024 (Extra Ordinary General Meeting).
20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186:
Your company has not directly or indirectly
a) given any loan to any person or other body corporate other than
usual advances envisaged in a contract of supply of materials if any,
b) given any guarantee or provide security in connection with a loan to
any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the
securities of any other body corporate
exceeding sixty percent, of its paid-up share capital, free reserve,
and securities premium account or one hundred percent of its free reserves and securities
premium account whichever is more.
21. RISK MANAGEMENT POLICY IMPLEMENTATION:
In today's economic environment, Risk Management is a very
important part of the business. The main aim of risk management is to identify, monitor
and take precautionary measures in respect of the events that may pose risks for the
business. Your Company's risk management is embedded in the business processes. Your
company has identified certain risks like price risk, uncertain global economic
enviromnent, interest rate, human resource, competition, compliance, and industrial health
and safety risk and also planned to manage such risks by adopting best management
practices. The Company has adopted Risk Management Policy for the same and available on
the website of the Company at https://www.vidvawire.com/wp-
content/uploads/2024/12/b-Risk-managemenl-policv.pdf.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, with respect to
the Directors' Responsibility Statement, it is hereby confirmed that:
• in the preparation of the annual accounts of the Company for the
year ended on 31 st March 2025, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures.
• the Directors had selected such accounting policies and applied
them consistently and had 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;
• the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
• the accounts have been prepared on a going concern basis.
• 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.
23. DETAILS OF MATERIAL CHANGES AND COMMITMENT:
(a) Approval of Public Issue:
Shareholders of the Company have approved the raising of Capital
through Initial Public Offer by Fresh Issue of Shares and Offer for Sale by certain
shareholders in Initial Public Offer at their meeting held on 20th December,
2024.
(b) Increase in Investment Limits for Non-Resident Indians and Overseas
Citizens of India:
Shareholders of the Company have approved the Increase in Investment
Limits for Non-Resident Indians and Overseas Citizens of India on repatriation basis to
24% of the paid-up equity share capital of the Company at their meeting held on 20,h
December, 2024.
(c) Purchase of land by Wholly Owned Subsidiary Company:
The Company is in process of setting up of a New Plant through its
Wholly Owned Subsidiary Company, ALCU Industries Private Limited; towards this expansion,
Plots of land admeasuring around 66,389 Square Meters have been acquired at Village:
Narsanda, Taluko: Nadiad, District: Kheda and started construction with necessary
Government approvals; commencement of commercial operations is expected in the Financial
Year 2025-2026.
24. AUDITORS:
Statutory Auditor
Pursuant to Section 139 of the Companies Act, 2013, M/s. O. P. Rathi
& Co., Chartered Accountants, Vadodara, (Firm Regn. No. 108718W) has been appointed as
Statutory Auditors of the Company for the period upto the conclusion of the 46th Annual
General Meeting for a period of five years from F.Y. 2023-24 to 2027-28. As required under
the Act, no ratification is required for their appointment.
The Statutory Auditors' Report forms part of the Annual Report.
The Statutory Auditor's report does not contain any qualification, reservation or
adverse remark for the year under review. There was no instance
of fraud during the year under review, which required the Statutory
Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and
Rules framed thereunder.
Internal Auditor
Pursuant to Section 138 of the Companies Act, 2013, M/s. Mukund &
Rohit, Chartered Accountants, Vadodara has been appointed to conduct the Internal Audit of
the Company for the Financial Year 2024-2025 and it has been propose to appoint them again
for the Financial year 2025-2026.
25. SECRETARIAL AUDITORS AN1) SECRETARIAL AUDIT REPORT:
The Company had appointed M/s. D. G. Bhimani and Associates, Practicing
Company Secretaries (C P No. 6628) as the Secretarial Auditors for the financial year
2024-25 in accordance with Section 204 of the Act. The Report on Secretarial Audit issued
by the Secretarial Auditors for the financial year 2024-25, in Form MR-3, is annexed
hereto in "Annexure- I" and forms part of this Report. There is no
qualification, reservation or adverse remark or any disclaimer in their Report.
26. COST AUDITORS:
Your Company has maintained cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013.
The Board has appointed M/s J. B. Mistry & Co., Cost and Works
Accountant, Ahmedabad, to Audit the Cost Accounts of the company for the financial year
2025-26 on remuneration of Rs. 50,000/-(Rupees Fifty Thousands Only) plus Service Tax if
any plus Out of Pocket Expense to carry on the Cost Audit. Accordingly, a resolution
seeking member's ratification for the remuneration payable to M/s J. B. Mistry &
Co., cost Auditors is included at item No. 2 of the notice convening the Annual General
Meeting.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GOES:
(i) CONSERVATION OF ENERGY:
Energy conservation measures taken during the year include the
following:
a) Monitoring closely high energy-consuming equipment.
b) Installation of capacitors bank for achieving optimum power factor.
c) Optimum uses of compressors & monitoring air losses
Impact of the measures a, b & c above for reduction of energy
consumption and consequent impact on the cost of production of goods. Saving in fuel cost
was achieved. ^
(ii) TECHNOLOGY ABSORPTION:
- The Company is using the latest technology for manufacturing products
and same has been fully absorbed.
- The Company is continuously improving its quality and installing the
latest equipment and new Testing & Measuring equipment.
(ii) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings: Rs. 1961.37 Million
Foreign Exchange Out Go: Rs. 5997.45 Million
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has formulated a Policy on CSR in accordance with Schedule
VII of the Companies Act, 2013, and the details of the composition of the Committee are
covered in the Corporate Social Responsibility Report. The Company is required to spend 2
% of its average of the last three years net profit on CSR Project. The report on CSR
activities is annexed as Annexure- II and forms part of this Report. The CSR committee met
to consider the required spending for the financial year and identify the project and also
to provide the required budget for the same.
29. ANNUAL RETURN:
In accordance with Section 134(3) (a) of the Companies Act read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the
annual return in the prescribed format is available at the website of the company at
www.vidvawirc.com .
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in
future.
31. FIXED DEPOSITS:
The Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2025.
32. STATUTORY DISCLOSURES:
(a) None of the Directors of your Company is disqualified as per
provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made
necessary disclosures, as required under various provisions of the Act.
(b) All Independent Directors of the Company have given declarations
stating they meet the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In terms of
Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that
they are not aware of any circumstances or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties.
Further, in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs. The Independent Directors who
were required to clear the online proficiency self-assessment test have passed the test.
In the opinion of the Board, the Independent Directors fulfil the
conditions of independence, are independent of the management, possess the requisite
integrity, experience, expertise, proficiency and qualifications to the satisfaction of
the Board of Directors.
(c) During the year under review, your Company has complied with all
the applicable Secretarial Standards issued by The Institute of Company Secretaries of
India and approved by the Central Government pursuant to Section 118 of the Companies Act,
2013.
(d) No application has been made under the Insolvency and Bankruptcy
Code. The requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the Financial Year is not applicable.
(e) The requirement to disclose the 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,
is not applicable.
(f) There is no employee who receives remuneration in excess of
remuneration as required by Section 197 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The remuneration paid
to the Directors is compliant with Companies Act, 2013 including rules made thereunder and
as per Nomination and Remuneration policy as adopted.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In compliance of provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and
Rules framed thereunder, the Company has formulated and implemented a policy on
prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work
environment to all its employees and associates. All women employees whether permanent,
temporary or contractual are covered under the above policy. The said policy has been
uploaded on the internal portal of the Company for information of all employees. An
Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act.
During the year under review, no complaints were reported to the Board.
The Company has duly constituted Internal Complaint Committee with the
requisite numbers of female members; the details pertaining to complaints during the year
are as below:
(a) Numbers of Complaint received during the Financial Year: NIL
(b) Number of Complaints resolved during the Financial Year: Not
Applicable
(c) Numbers of Complaints pending for resolution for more than 90 days:
NIL
34. CONFIRMATION OF THE MATERNITY BENEFIT ACT, 1961:
The Company employee policy adheres to the Maternity Benefit Act, 1961
and provide the benefits to the employees.
All eligible women employees received the required benefits, including
paid leave, continued salary and service, and post-maternity support like nursing breaks
and flexible work options. Number of employees as on the closure of financial year
| Category |
Numbers |
| Female |
05 |
| Male |
241 |
| Transgender |
0 |
| Total |
246 |
35. DEMATIRIALISATION OF SECURITIES:
During the year, the Company has obtained International Securities
Identification Number (ISIN) to facilitate the Security holders to get the securities
dematerialized. All the Securities of the Company are in dematerialized form and during
the year new securities are issued in dematerialized forms only.
36. ADOPTION AND REVISION OF VARIOUS POLICIES:
Your Directors have revised Corporate Social Responsibility Policy and
adopted various policies as required to be adopted by Listed Entity to comply with various
Securities and Exchange Board of India (SEBI) Regulations which is available at the
website of the Company at
https://www.vidyawire.com/ipo-documents/Rstype=Disclosure-under-Regulation-46.
37. DETAILS OF ORDER PASSED BY THE REGULATORS:
There was no material orders passed by the regulators or courts or
Tribunals Impacting the Going Concern Status and Company's Operation in the future.
38. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
39. GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these matters during the
year under review:
• Issue of equity shares with differential rights as to dividend,
voting or otherwise.
40. ACKNOWLEDGEMENT:
Your Directors place on record their sincere appreciation for
overwhelming co-operation and assistance received from customers, business associates,
bankers, as well as regulatory and governmental authorities. Your Directors also thank the
employees at all levels, who, through their dedication, co-operation, support and smart
work, have enabled the Company to achieve growth.
|