To,
The Members,
Your Directors are pleased to present the 38th Annual Report on the business
and operations of the
Company for the financial year ended 31st March, 2025.
1. FINANCIAL PEFORMANCE:
The Audited Financial Statements of your Company as on 31st March, 2025, are
prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind
AS") and Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act"). The
summarized financial highlights are depicted below:
(Amount in Lakhs)
|
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Revenue From Operations |
18.00 |
- |
| Other Income |
- |
- |
| Total Income |
18.00 |
- |
| Total Expenses |
12.69 |
7.43 |
| Profit before tax (EBIDTA) |
5.31 |
(7.43) |
| Taxation |
|
|
| - Current Tax |
- |
- |
| - Previous Tax |
- |
- |
| - Deferred Tax Asset |
- |
- |
| - MAT Credit Entitlement |
- |
- |
| Profit After Tax |
5.31 |
(7.43) |
Other Comprehensive Income (net of tax) |
- |
- |
Total Comprehensive Income for the year |
5.31 |
(7.43) |
2. FINANCIAL HIGHLIGHTS:
During the year ended 31st March 2025, Operational Revenue including other
income was Rs. 18,00,000/- and Profit / (Loss) Before Tax was Rs. 5,31,000/- v/s nil
revenue in previous year while Net Profit / (Loss) for the financial year ended 31st
March, 2025 was Rs. 5,31,000/- v/s Rs. (7,43,000)/- in previous year. Your Company has
taken several remedial steps to meet the challenges viz. measures in saving cost at all
front of operations, optimize use of available resources etc.
3. BUSINESS OPERATIONS:
There is no change in business operation during the year.
4. DIVIDEND
During the Financial yea 2024-25, the company has not declared any dividend on Equity
Shares.
5. TRANSFER TO RESERVE
The Board does not propose to transfer any amount to reserves during the Financial Year
2024-25.
6. DEPOSITS
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of FY 2024-25 or the previous financial years.
Your Company did not accept any deposit during the year under review.
7. SHARE CAPITAL:
Particulars |
As at 31st March, 2025 |
As at 31st March, 2024 |
|
Number of Shares |
Amount |
Number of Shares |
Amount |
Authorised Capital: |
89,50,200 |
8,95,02,000 |
89,50,200 |
8,95,02,000 |
| Equity Shares of Rs 10/- each |
|
|
|
|
Issued, Subscribed & Paid-Up Capital: |
89,50,200 |
8,95,02,000 |
89,50,200 |
8,95,02,000 |
| Equity Shares of Rs 10/- each |
|
|
|
|
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantee and investments made during the year under review,
are given
in the notes forming part of the financial statements.
9. CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the business of the Company.
10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, the Company has no subsidiary, joint venture or associate
companies.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March, 2025, the Company's Board had five members comprising of
One Executive Directors, Four Independent Directors and including two Woman Director. The
details of Board and Committee composition, tenure of directors, and other details are
available in the Corporate Governance Report, which forms part of this Annual Report. In
terms of the requirement of the SEBI Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of your Company's
business for effective functioning. The key skills, expertise and core competencies of the
Board of Directors are detailed in the Corporate Governance Report, which forms part of
this Annual Report.
Appointment/ Cessation/ Change in Designation of Directors:
1. Mr. Nabin Kumar Jain (DIN: 07131373) has resigned as a Director of the company
w.e.f. 17th August, 2024.
2. Mr. Jagannath Jadhav (DIN: 10712437) has appointed as an Additional Director of the
company w.e.f. 17th August, 2024.
3. Mr. Jatin Nanji Chheda is appointed as the Whole Time Director and the Chief
Financial Officer of the company w.e.f. 04th October, 2024.
Declaration from Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no
change in the circumstances which may affect their status as an Independent Director. The
Independent
Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their
name appearing in the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.
Key Managerial Personnel:
During the period under review, the following are Key Managerial Personnel
("KMPs") of the
Company as per Sections 2(51) and 203 of the Act:
1. Mr. Jatin Nanji Chheda, Chief Financial Officer (w.e.f. 04th October,
2024)
2. Ms. Nandani Mimani, Company Secretary & Compliance officer (w.e.f. 17th
August, 2024)
12. NUMBER OF MEETINGS OF THE BOARD:
During the year under review, the Board met 5 (Five) times on 30th May,
2024, 13th August, 2024, 17th August, 2024, 04th October,
2024, 14th November, 2024, 13th February, 2025 In accordance with
the provisions of the Companies Act, 2013 and rules made thereunder.
Name of the |
Category |
No. of |
|
No. of Directorships in listed |
Entities and |
Number |
Director |
|
Board Meetings attended |
Last AGM Attend ed |
Committee (including the Company) |
Memberships and Chairmanships Directorship Committee |
|
of shares held in the Company |
|
|
|
|
|
Chairmanship |
Membership |
|
Mr. Jatin Nanji Chheda |
Whole time Director |
6 |
Yes |
1 |
3 |
0 |
- |
Ms. Jayita Bagchi |
Independent Director |
6 |
Yes |
1 |
3 |
0 |
- |
Ms. Rajeswari Bangal |
Independent Director |
6 |
Yes |
4 |
0 |
3 |
- |
Ms. Suman Das |
Independent Director |
6 |
Yes |
3 |
0 |
3 |
- |
Mr. Nabin Kumar Jain(upto 17th August, 2024) |
Independent Director |
3 |
No |
1 |
0 |
0 |
- |
Mr.Jagannath Jadhav (w.e.f.17th August, 2025) |
Non- Executive Independent Director |
3 |
Yes |
1 |
0 |
0 |
- |
13. COMMITTEES OF BOARD:
The Board Committees play a crucial role in the governance structure of our Company and
have been constituted to deal with specific areas / activities as mandated by applicable
regulations, concerning the Company and need a closer review. These Committees play an
important role in the overall management of day today affairs and governance of the
Company. The Committees meet at regular intervals and take necessary steps to perform its
duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the
Board for review and noting. During the year, all recommendations of the Committees of the
Board have been accepted by the Board. As on 31st March 31, 2025, the Board has
constituted the following Committees:
i. Audit Committee
The Audit Committee of the Board of Directors meets the criteria laid down under
Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing
Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently
comprises of three directors. All the members of the Audit Committee have accounting and
financial management knowledge. Ms. Jayita Bagchi is Chairperson of the Audit Committee.
During the year, the committee met 4 (Four) time i.e. 30th May 2024, 13th
August 2024, 14th November, 2024 and 13th February, 2025 The
Composition of the Audit Committee and the attendance of the members at the meeting held
during the year are as follows:
Sr. No. |
Particulars |
Designation |
Category |
No. of Meeting attended |
| 1 |
Ms. Jayita Bagchi |
Chairperson |
Independent Director |
4 |
| 2 |
Ms. Rajeswari Bangal |
Member |
Independent Director |
4 |
| 3 |
Mr. Suman Das |
Member |
Independent Director |
4 |
The terms of reference to the Audit Committee inter alia includes:
? Oversight of Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible. ? Recommend to the Board, the appointment, reappointment, remuneration
and terms of appointment of auditors of the Company and, if required, their replacement or
removal. ? Approve payment to statutory auditors for any other services rendered by them.
? Review, with the management, the quarterly and annual financial statements and auditors
report thereon before submission to the Board for approval. ? Approve appointment of Chief
Financial Officer after assessing the qualifications, experience and background, etc. of
the candidate.
? Review and monitor the auditor's independence, performance and effectiveness of audit
process. ? Review the adequacy of internal audit function, including the structure of the
internal audit department, if any, staffing and seniority of the official heading the
department, reporting
structure coverage and frequency of internal audit, etc.
ii. Nomination and Remuneration Committee (NRC):
The Nomination and Remuneration Committee of the Board of Directors meets the criteria
laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI
(Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and
Remuneration Committee presently comprises of three members. Ms. Jayita Bagchi was
appointed as Chairman. During the year, the committee met 2 (Two) time i.e. 17th
August, 2024 and 04th October, 2024 The Composition of the Nomination and
Remuneration Committee and the attendance of the members at the meeting held are as
follows:
| Sr. No. |
Particulars |
Designation |
Category |
No. of Meeting attended |
| 1 |
Ms. Jayita Bagchi |
Chairperson |
Independent Director |
2 |
| 2 |
Ms. Rajeswari Bangal |
Member |
Independent Director |
2 |
| 3 |
Mr. Suman Das |
Member |
Independent Director |
2 |
The terms of reference to the Nomination and Remuneration Committee inter alia
includes: ? The Company has framed a policy as per Section 178 of the Companies Act, 2013
for selection and appointment of Directors, Senior Management and their remuneration same
is posted on the website of the company.
? Determine the compensation package of the Executive Directors, Secretary and other
senior management personnel. ? Formulate the criteria for determining qualifications,
positive attributes and independence of a Director and recommend to the Board a policy
relating to the remuneration of the
Directors, Key Managerial Personnel and other employees.
? Formulate the criteria for evaluation of performance of Independent Directors and the
Board of Directors. ? Devise a policy on diversity of Board of Directors. ? Identify
persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board of
Directors their appointment and removal.
? Decide on whether to extend or continue the term of appointment of the Independent
Directors, on the basis of the performance evaluation report of Independent Directors.
Remuneration Policy
The Nomination and Remuneration Committee has considered the factors laid down under
Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.
Remuneration to Non-Executive Directors
The Company has not paid any Remuneration to the Non- Executive Directors of the
company
during the period under review.
Remuneration to Executive Directors/ KMP
The Company has not paid any Remuneration to the Executive Directors of the company
during
the period under review.
iii. Stakeholder Relationship Committee:
The Stakeholder and Relationship Committee of the Board of Directors meets the criteria
laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI
(Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and
Relationship Committee presently comprises of 3 (Three) members. Mr. Jatin Nanji Chheda is
Chairman of the committee. During the year, the committee met 4 (Four) time i.e. 30th
May 2024, 13th August 2024, 14th November, 2024 and 13th
February, 2025
The Composition of the Stakeholder and Relationship Committee and the attendance of the
members at the meeting held are as follows:
Sr. No. |
Particulars |
Designation |
Category |
No. of Meeting attended |
| 1 |
Ms. Jayita Bagchi |
Chairperson |
Independent Director |
4 |
| 2 |
Ms. Rajeswari Bangal |
Member |
Independent Director |
4 |
| 3 |
Mr. Suman Das |
Member |
Independent Director |
4 |
The terms of reference to the Stakeholder Relationship Committee inter alia includes:
The Committee inter alia oversees the redressal of Member and investor complaints /
requests for transmission of shares, sub-division and consolidation of share certificates,
issue of duplicate share certificates, requests for dematerialization and
rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual
Report. It also recommends measures for improvement in investor services. The Committee
also keeps a close watch on the performance of Beetal Financial and Computer Services
Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The
Committee also reviews various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/
annual reports / statutory notices by the Members of the Company. The Committee meets as
often as is necessary for resolution of important matters within its mandate.
Compliance Officer:
Ms. Nandini Mimani, Company Secretary & Compliance Officer pursuant to Regulation 6
of the
SEBI (LODR) Regulations, 2015 with effect from 17th August, 2024.
Details of complaints received and resolved during the year:
| Complaints pending as on April 1, 2024 |
NIL |
| Number of Share holders' complaints received during the year |
NIL |
| Number of complaints resolved during the year |
NIL |
| Number of complaints not solved to the satisfaction of shareholders |
NIL |
| Number of pending complaints as on March 31, 2025 |
NIL |
14. INDEPENDENT DIRECTORS' MEETING:
The Independent Directors met on 30th May, 2024 without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of your Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
15. BOARD EVALUATION:
The Board adopted a formal mechanism for evaluating its performance and 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 Board's functioning such as composition of the Board and committees, experience and
competencies, performance of specific duties and obligations, contribution at the meetings
and otherwise, independent judgment, governance issues etc. At the Board meeting that
followed the above mentioned meeting of the Independent Directors, the performance of the
Board, its Committees, and individual directors was also discussed. Performance evaluation
of independent directors was done by the entire Board, excluding the independent director
being evaluated.
16. BOARD FAMILIARISATION AND TRAINING PROGRAMME:
The Board is regularly updated on changes in statutory provisions, as applicable to
your Company.
The Board is also updated on the operations, key trends and risk universe applicable to
your
Company's business. These updates help the Directors in keeping abreast of key changes
and their impact on your Company. An annual strategy retreat is conducted by your Company
where the Board provides its inputs on the business strategy and long- term sustainable
growth for your Company. Additionally, the Directors also participate in various
programmes /meetings where subject matter experts apprise the Directors on key global
trends. The details of such programmes are provided in the Corporate Governance Report,
which forms part of this Annual Report.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors including audit of internal financial controls over financial
reporting by the statutory auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were
adequate and effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the
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 have
been followed and that there are no material departures; ii. they 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 financial year and of the
profit of
the Company for the year;
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 the
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 that such internal
financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively
18. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company. During the year, such
control was tested and no reportable material weakness in the design or operation was
observed.
19. CORPORATE SOCIAL RESPONSIBILITY
During the FY 2024-25, Corporate Social Responsibility is not applicable to the
company.
20. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis of financial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
provided as a
"Annexure A".
21. CORPORATE GOVERNANCE
Since the paid-up share capital of your Company and its net-worth was below the
prescribed limit as per the regulation 15 of SEBI (LODR), Corporate Governance is not
mandatory on the Company during the financial year 2024-2025 and accordingly, a separate
section on Corporate Governance is not attached herewith.
22. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual
Return as
on 31st March, 2025 is available on the Company's website
www.vaishnocement.com
23. RELATED PARTY TRANSACTIONS
There were no related party transactions during the financial year ended 31st
March, 2025. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not
attracted. Further, there are no materially significant related party transactions during
the Financial Year under review made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
24. STATUTORY AUDITORS & AUDITORS' REPORT:
Pursuant to the provisions of Section 139 of the Act, M/s. Manish Mahavir & Co.,
Chartered Accountants (Firm Registration No. 324355E) are the Statutory Auditors of the
Company, as per their appointment at the 37th AGM of the Company held on 30th
September, 2024, for a period of 5 (five) years. The requirement of seeking ratification
of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn
by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018. M/s. Manish Mahavir &
Co., Chartered Accountants, have confirmed that they are eligible and are in compliance
with the provisions specified under Section 141(3)(g) of the Act and they are not
disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and
141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the
Statutory Auditor forming part of the Annual Report, does contain the qualification,
reservation, adverse remark or disclaimer.
Sr.no |
Secretarial Auditors Qualification |
Management's Response |
1 |
Based on our examination which includes test checks. The company has
not used accounting software for maintaining its books of accounts which have feature of
audit trail (edit log) facility for the year for all relevant transaction, so we could not
verify that. |
The Company acknowledges the auditor's observation regarding the
absence of an audit trail (edit log) feature in the accounting software used during the
year. Management is taking necessary steps to implement compliant accounting software with
audit trail functionality in the upcoming financial year. |
25. SECRETARIAL AUDITORS & AUDITORS' REPORT:
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board re-appointed M/s. Nishant Bajaj & Associates, Practicing Company
Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The
Secretarial Audit Report for the year under review is provided as "Annexure
B" of this report.
Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to
your approval being sought as the ensuing AGM M/s. Nishant Bajaj & Associates,
Practicing Company Secretary, (C. P. No. 21538); (Peer Reviewed Firm- 2582/2022) has been
appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for
the first term of five consecutive financial years from FY 2025-26 till FY 2029.30. M/s.
Nishant Bajaj & Associates, Practicing Company Secretary, has confirmed that he is not
disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as
Secretarial Auditor of your Company. The Company is in compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India.
Sr.no |
Secretarial Auditors Qualification |
Management's Response |
| 1 |
The Company has not appointed any Internal Auditor under section 138 of
the Companies Act 2013. |
The same was due to inadvertent delay. Further the management will make
sure for timely compliance. |
2 |
The company has not appointed Company Secretary as requirement of the
Companies Act, 2013 from 07th January, 2023 to 17th August, 2024. |
The Company was making endeavor to find the suitable candidate for the
position of KMP which caused the inadvertent delay in filing the causal vacancy. |
| 3 |
The company has not appointed Chief Financial Officer under section 203
of the Companies Act, 2013 from 01st April, 2024 to 03rd October, 2024 |
The Company was making endeavor to find the suitable candidate for the
position of KMP which caused the inadvertent delay in filing the causal vacancy. |
26. INTERNAL AUDITORS & AUDITORS' REPORT:
During the period under the review, company has not appointed any Internal Auditor
under
section 138 of the Companies Act, 2013.
27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
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 provided in the Annual Report and is
marked as "Annexure C" to this Report.
28. SEXUAL HARASSMENT POLICY
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy
on prevention, prohibition and redressal of sexual harassment at workplace. This has been
widely communicated internally. Your Company has constituted ‘Internal Complaints
Committee' to redress complaints relating to sexual harassment at its workplaces. The
Company has not received any complaints relating to sexual harassment during financial
year 2024-25.
i. Number of Complaints filed during the financial year NIL ii. Number of complaints
disposed of during the financial year NIL iii. Number of complaints pending as on end of
the financial year - NIL
29. MATERNITY BENEFITS COMPLIANCES:
The Company has complied with the applicable provisions of the Maternity Benefit Act,
1961 and the rules made thereunder. The Company has ensured that all eligible women
employees are provided with maternity benefits and other entitlements as prescribed under
the Act. The Company remains committed to providing a safe, supportive, and inclusive work
environment for its women employees.
30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for directors and employees to report
concerns
about unethical behaviour, actual or suspected fraud or violation of your Company's
Code of
Conduct.
Under the vigil mechanism of the Company, which also incorporates a Whistle Blower
Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures
can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter
to the Chairman of the Audit Committee. Adequate safeguards are provided against
victimization to those who avail of the vigil mechanism.
The Whistle Blower Policy is available on the Company's website at the
www.vaishnocement.com
31. LISTING ON STOCK EXCHANGE
The Company shares are listed on The Calcutta Stock Exchange Ltd. And the BSE Ltd and
the
Company has paid the listing fees for the Financial Year 2024-25.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO ETC.
Conservation of Energy:
The Board has nothing to report under this. However, the company is taking adequate
steps to
see that the energy used by the company is the minimum under the given circumstance.
Technology Absorption:
The Board has nothing to report under the head technology absorption.
Foreign Exchange Earnings and Outgo:
During the year, the total foreign exchange used was NIL (previous year Nil) and the
total foreign
exchange earned was NIL (previous year Nil).
33. RISK MANAGEMENT POLICY:
The Company has put in place Risk Management Policy compatible with the type and size
of operations and risk perception. The said policy is drawn up based on the guidelines of
SEBI and stock exchanges issued in this regard.
34. CYBER SECURITY:
In view of increased cyber-attack scenarios, the cyber security maturity is reviewed
periodically
and the processes, technology controls are being enhanced in-line with the threat
scenarios. Your
Company's technology environment is enabled with real time security monitoring with
requisite controls at various layers starting from end user machines to network,
application and the data. During the year under review, your Company did not face any
incidents or breaches or loss of data breach in cyber security.
35. CODE OF CONDUCT:
The Company has adopted a Code of Conduct ("Code") to regulate, monitor and
report trading in Company's shares by Company's designated persons and their immediate
relatives as per the requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the
procedures to be followed by designated persons while trading/ dealing in Company's shares
and sharing Unpublished Price Sensitive
Information ("UPSI").
The Code covers Company's obligation to maintain a digital database, mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code for practices and procedures for
fair disclosure of unpublished price sensitive information. The employees undergo a
mandatory training/ certification on this Code to sensitize themselves and strengthen
their awareness.
36. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any of its securities lying in demat/unclaimed suspense
account arising out of public/bonus/right issues as at 31st March, 2025. Hence,
the particulars relating to aggregate number of shareholders and the outstanding
securities in suspense account and other related matters does not arise.
37. MATERIAL CHANGES AND COMMITMENTS
No Material Changes occurred during the period under review.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Courts/ Regulators or Tribunals
impacting
the going concern status and Company's operations in future.
39. COMPLIANCE OF ACCOUNTING STANDARDS:
As per requirements of the SEBI Listing Regulations and applicable Accounting
Standards, your Company has made proper disclosures in the Financial Statements. The
applicable Accounting Standards have been duly adopted pursuant to the provisions of
Sections 129 and 133 of the Act.
40. COMPLIANCE OF SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, there were no application made or proceedings pending in
the
name of the company under the Insolvency and Bankruptcy Code, 2016.
42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND
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.
43. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:
The Company has received funds from its Directors and their relatives during the year
under review. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance
of Deposits) Rules, 2014, do not fall within the ambit of deposits. Accordingly, the
Company has obtained necessary declarations from the Directors and their relatives
confirming that the funds provided are out of their own sources and not borrowed.
44. REPORTING OF FRAUDS:
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.
45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 RULE 11 OF THE COMPANIES
ACT, 2013:
The Company acknowledges the auditor's observation and clarifies that it did not use
accounting software with an audit trail (edit log) feature for maintaining its books of
account for the financial year ended 31st March, 2025. The Company is in the process of
evaluating and implementing accounting software that complies with the requirements
prescribed under Rule 3(1) of the Companies (Accounts) Rules, 2014, including the audit
trail functionality.
46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014- RULE 9
OF THE COMPANIES ACT, 2013:
In Accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the Company to designate a responsible
individual for ensuring compliance with statutory obligations. The Company Secretary of
the company has appointed by the Board of Director as the Designated Person under this
rules.
47. APPRECIATION
Your Directors take this opportunity to convey their deep sense of gratitude for
valuable assistance and Co-operation extended to the Company by all valued customers and
bankers of the Company. Your Directors also wish to place on record their sincere
appreciation for the valued contribution, unstinted efforts by the employees at all levels
which contributed, in no small measure, to the progress and the high performance of the
Company during the year under review.
Registered Office: |
For and on behalf of the Board, |
Vaishno Cement Company Limited |
|
| CIN: L26942WB1992PLC057087 |
Sd/- |
| 14B Ramchandra Moitra Lane, Kolkata, Kolkata, |
Jatin Nanji Chheda |
| West Bengal, India, 700005 |
Whole-Time Director |
| Tel. No. +91 91395 38896 |
DIN: 09342630 |
| Email address: vaishno.cement@gmail.com |
Date: 05th September, 2025 |
| Website: www.vaishnocement.com |
Place: Kolkata |
|