The Directors present their 37th Annual Report on the business and operations of the
Company and the financial accounts for the year ended on 31st March, 2023. 

FINANCIAL RESULTS 

(Rs. In lakhs)


  

    
Particulars
    
For the year ended on 31/03/2023
    
Previous year ended on 31/03/2022
  
  

    
Gross Income
    
276.92
    
281.19
  
  

    
Profit (before interest, depreciation & taxation)
    
9.41
    
49.41
  
  

    
Financial charges
    
0.00
    
0.00
  
  

    
Depreciation
    
0.65
    
0.65
  
  

    
Profit before tax
    
45.23
    
48.76
  
  

    
Provision for taxation for current year
    
9.30
    
13.15
  
  

    
Deferred Tax
    
2.32
    
(0.75)
  
  

    
Income tax of earlier years/ MAT credit
    
1.82
    
0.52
  
  

    
Other comprehensive income
    
0.00
    
0.00
  
  

    
Profit after adjustments
    
30.97
    
35.84
  
  

    
Profit/(Loss) carried to Balance Sheet
    
30.97
    
35.84
  
  

    
APPROPRIATIONS /
    

    

  
  

    
TRANSFERS
    

    

  
  

    
Profit/(loss) carried to Balance Sheet
    
30.97
    
35.84
  



Dividend

Your Directors do not recommend any dividend on equity shares in view of working
capital requirement. 


Transfer to General Reserve

No amount has transferred from the current year's profit to General Reserves, as no
dividend has recommended by the Board of Directors on the equity shares of the Company. 


Performance review

During the year under review, the Company earned gross income of Rs. 276.92 lakhs
compared to Rs. 281.19 lakhs in the previous year with a marginal decrease of 1.52% in
revenue. Correspondingly, the net profit after tax, adjustments and Other comprehensive
income/ expenses also decreased to Rs. 30.97 lakhs against Rs. 35.84 lakhs in previous
year. 


Nature of business of the Company

The Company is mainly engaged in Merchant Banking activities focusing on ESOP
valuation, Company valuation and Advisory services etc. There were no changes in nature of
Company's business during the year. 

Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report

There were no material changes occurred subsequent to the close of the financial year
of the Company to which the balance sheet relates and the date of the report like
settlement of tax liabilities, depression in market value of investments, institution of
cases by or against the company, sale or purchase of capital assets or destruction of any
assets etc. 

Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future - Nil

There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future. 


Internal control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board and to the
Chairman. The management of the Company evaluates the efficiency and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the assessment, the management undertakes
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations with corrective actions thereon are
presented to the Audit Committee of the Board. 


Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures. 


Fixed deposit

The Company has not accepted deposits from Public and there were no outstanding
deposits payable by the Company. 


Related Party Transactions

During the financial year ended 31st March 2023, all transactions with the Related
Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in
the ordinary course of business and at arm's length basis. Your Company does not have a
‘Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations'].
All Related Party Transactions of your Company had prior approval of the Audit Committee
and the Board of Directors, as required under the Listing Regulations. There has been no
materially s ignificant Related Party Transactions having potential conflict with the
interest of the Company during the year under review. All Related Party Transactions
entered into by your Company were in the ordinary course of business and also on an arm's
length basis, therefore details required to be provided in the prescribed Form AOC - 2 is
not applicable to the Company. Necessary disclosures required under the Ind AS 24 have
been made in Notes to the Financial Statements for the year ended on 31st March
2023.


Auditors & auditor's report

The Company's Auditors M/s. N.S. Shetty & Co., Chartered Accountants has completed
5 years from the date of appointment. M/s.N.S. Shetty & Co., Chartered Accountants are
proposed to be re-appointed as the auditors for a period of 5 years. 

The Company has received a letter from them to the effect that their appointment, if
made, would be within the provision prescribed limits under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for appointment. They have further
confirmed that they are not disqualified to be appointed as statutory auditors in terms of
the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the
Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. 

The Notes on Financial Statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.. 


Conservation of energy, technology absorbtion etc. 

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange
Earnings and outgo have not been given since the same are not applicable to the Company. 


Corporate Social Responsibility Initiatives

The Company does not come under the parameters specified under Section 135 of the
Companies Act, 2013, hence no Committee has constituted Committee for Corporate Social
Responsibility Initiatives. 


Board of Directors, Board and Audit Committee Meetings:

Your Company's Board is duly constituted and is in compliance with the requirements of
the Companies Act, 2013, the Listing Regulations and provisions of the Articles of
Association of the Company. During the year under review, a total of four Meetings of the
Board of Directors and four meetings of Audit Committee held and details of Meetings held
during the financial year 2022-23 have been provided in the Corporate Governance Report
which forms part of this Annual Report 

Mrs. Rachana S. Vijayakar and Mr. Jitendra R. Shroff, Directors of the Company shall
retire by rotation at the forthcoming Annual General Meeting and offer themselves for
reappointment. Brief profile along with necessary disclosures of retiring Directors and
newly appointed Directors has been annexed to the Notice convening the ensuing AGM and
forms an integral part of this Annual Report. Your Board recommends re-appointment of Mrs.
Rachana S. Vijayakar and Mr. Jitendra R. Shroff. 

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no
change in their status of independence. 


Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has
carried out an evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit, Appointment & Remuneration and
Stakeholder's Grievance Committees. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report. 


Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 


Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the “Whistle Blower
Policy” for its Directors and employees to report instances of unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization of whistle blower who
avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases. The purpose of this policy is to provide a
framework to promote responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company. 


Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. All the members of the Board and designated employees have confirmed compliance
with the Code. 


Policy on prevention of sexual harassment of women at workplace

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your
Company is committed to provide a safe and secure environment to its women employees
across its functions and other women stakeholders, as they are considered as integral and
important part of the Organization. 

An Internal Complaints Committee (ICC) with requisite number of representatives has
been set up to redress complaints relating to sexual harassment, if any, received from
women employees and other women associates. All employees (permanent, contractual,
temporary, trainees) are covered under this policy, which also extends to cover all women
stakeholders of the Company. The following is a summary of sexual harassment complaints
received and disposed off satisfactorily during the financial year ended March 31, 2023:
Number of complaints received: Nil Number of complaints disposed off : NA


Particulars of loans, guarantees or investments

The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The details of the investments made by Company are
given in the notes to the financial statements. 


Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Hariharan and Associates, Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as
Annexure-A, which is self-explanatory. 


Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board, its Committees and the General
Meetings. 


Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
last Annual Return of the Company as at March 31, 2022 is uploaded on the website of the
Company and can be accessed at http://www.vbdesai.com


Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and under the SEBI Listing
Regulations, the Company has constituted a business risk management committee. The details
of the Committee and its terms of reference are set out in the corporate governance report
forming part of the Board report. At present the Company has not identified any element of
risk which may threaten the existence of the Company. 


Corporate Governance

The Report on Corporate Governance along with a certificate of compliance from the
Auditors and Management Discussion and Analysis Report forms part of this Report. 


Foreign Exchange Earnings and Outgo

During the year ended March 31, 2023 the Company has earned Rs. 36.83 lakhs and spent
Rs. Nil in foreign currency. 


Director's responsibility statement

The Board of Directors of your Company confirms that: 

a) in the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures; 

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 the financial year and of
the profit and loss of the Company for that period; 

c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities. 

d) the Directors have prepared the Annual Accounts on a going concern basis; and 

e) the Directors, have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively. 

f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operative effectively. 


Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the
Companies Act, 2013 and Rule 5(2) & 5 (3) of Companies (Appointment and Remuneration
of Managerial Persons Rule 2014. The percentage increase in remuneration of each Key
Managerial Person (KMP) during the financial year 2022-23 and ratio of the remuneration of
each KMP to the median remuneration of the employees of the Company for the financial year
2022-23 are given in Annexure B. 


ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued
co-operation by the Clients and the Shareholders of the Company. 


  

    

    
On behalf of the Board of Directors
  
  

    
PLACE: MUMBAI
    
Samir R. Dedhia
  
  

    
DATE : May 22, 2023
    
Chairman