Vinny Overseas Ltd

VINNY OVERSEAS LIMITED

Your directors take pleasure in presenting the 32^nd Annual Report of the Company together with the Audited Accounts for the Financial Year ended on 31^st March, 2024.

FINANCIAL STATEMENTS & RESULTS:

The Income from operations of the Company for the year 2023-24 has increased to Rs. 11,271.35 Lakhs from Rs. 10,641.51 Lakhs in previous year. The company had incurred profit of Rs. 354.45 Lakhs compared to the profit of Rs. 240.73 Lakhs in previous year.

OPERATIONS:

Your directors are pleased to inform the members that during the year under review. Your company reported encouraging performances. Detailed information on the operations of the company and details on the state of affairs of the company are covered in the management discussion and analysis report.

CAPITAL STRUCTURE:

The capital Structure of the company as on 31.03.2024 stood as follows:

The authorized share capital of the company as on 31st March 2024 is 50,00,00,000/- (Rs. Fifty Crore) divided into 50,00,00,000/- (Fifty Crore) equity shares of Rs. 1/- each ranking pari passu.

The paid-up equity share capital of the Company as on 31st March, 2024 is 2326.23 Lakhs.

RIGHT ISSUE:

The Company has proposed a Right Issue of upto 23,26,23,311 Equity Shares with a face value of re. 1.00 each ("rights equity shares") of our company for cash at a price of Rs. 2 each including a share premium of Re. 1 per rights equity share ("issue price") for an aggregate amount up to Rs. 4652.47 lakhs* on a rights basis to the eligible equity shareholders of our company in the ratio of 1 rights equity shares for every 1 fully paid-up equity shares held by the eligible equity shareholders on the record date.

DIVIDEND:

With a view to conserve resources and expansion of business, your directors have thought it prudent not to recommend any dividend for the financial year under review.

TRANSFER TO RESERVES:

During the year under review the company has not transferred any amount to the general reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business, during the year under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Change in Company Secretary:

During the year, Mrs. Brinda Nathwani (ICSI Membership No.: A70352) has resigned from the post of Company Secretary & Compliance Officer of the Company, for better opportunity and bright future, w.e.f. 1^st May, 2024. The Board places on record his appreciation for invaluable contribution and guidance. Further, Mrs. Mansi Patel (ICSI Membership No.: A61703), has been appointed for the post of Company Secretary & Compliance Officer of the Company w.e.f. 01^st May, 2024.

SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

The Company does not have any Subsidiary Companies or Joint Venture Company or Associate Company.

MATERIAL CHANGES AND COMMITMENT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of the report.

REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year the financial statement or report was not revised. Hence further details are not applicable.

POLICY ON DIRECTORS' REMUNERATION:

The Board has framed a policy for selection and appointment of Directors, senior management and their remuneration is recommended by the Nomination & Remuneration Committee.

ANNUAL EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties &obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME:

The Company has put in place an induction and familiarization programme for all the Independent Directors. The familiarization programme for independent directors in terms of regulation 46(2)(i) of listing regulations, is uploaded on the website of the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act 2013 with respect to Directors' Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. that 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 or loss of the Company for that period;

3. that 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. that 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.

RELATED PARTY TRANSACTIONS:

All related party transactions are placed before the Audit committee entered into during the financial year was on an arm length basis and in the ordinary course of business. There were no material related party transactions made by the company with the key managerial person which may have potential conflict with the interest of the company at large, related party transactions are provided in notes to financial statements annexed to the report as Annexure 1.

DEPOSITS:

The company has not accepted any deposit from public within the meaning of section 73 to 76 of the companies act, 2013 ("The Act") and the rules framed there under.

LOANS, GUARENTEE & INVESTMENTS:

The company has provided stood guarantor during the year, and details of which are given below.

The company has not made investment or provided any security pursuant to section 185 and 186 of the Act.

DECLARATIONS BY INDEPENDENT DIRECTORS:

All the Independent directors of the company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the companies' act 2013.

INTERNAL FINANCIAL CONTROL SYSTEM:

As per the provisions of the Companies Act, the director have the responsibility for ensuring that the company has proper internal financial control system to provide with resource assurance regarding adequacies and operative effectiveness of control to enable the director to meet their responsibility. Company has in place sound system to ensure for safeguarding of the assets, detection of fraud and error, reliable financial information and accuracy of accounting records etc.

I. AUDIT COMMITTEE:

The company has constituted Audit committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of thereby (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

The Audit Committee comprises of the following Directors of the Company:

II. Nomination & Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

III. Stakeholders' Relationship Committee:

Our Company has a shareholder/investors grievance committee ("Stakeholders' Relationship Committee") to redress complaints of the shareholders.

The Stakeholders' Relationship Committee comprises the following Directors:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under section 134(3)(m) of the companies act, 2013 read with the rules are Annexure 2 hereto and form part of this report.

RISK MANAGEMENT:

The company has placed a mechanism to identify assess monitor and mitigate different risk of business. The major relevant risk include increase in price of input materials, market risk, oversight in estimation and other major areas in risk management includes process of estimation, contract management and timely decision-making process.

PARTICULARS OF THE EMPLOYEES:

Disclosure pertaining to remuneration as per section 197(12) of the companies act, 2013 read with rule 5 of the companies (Appointment and remuneration of managerial personnel) Rules, 2014 is attached as "Annexure- 3" to this report. Details of employee remuneration as required under provisions of section 197 of the companies act, 2013 and rule 5(2) of companies (Appointment and remuneration of managerial personnel) Rules, 2014 are available at the registered office of the company during working hours and shall be made available to any stakeholder on request.

NUMBER OF MEETINGS OF BOARD:

The Board of Directors duly met 14 (Fourteen) times during the year under review.

A) STATUTORY AUDITORS

M/s. Kishan M Mehta & Co. (Auditor of Your Company), Chartered Accountants (Firm Registration No. 1005229W) were appointed as statutory auditors of the company for a term of five years.

The observation made in auditor's report on company's financial statements is selfexplanatory. The auditor's report does not contain any qualification and adverse remark.

B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the companies' act 2013 and the companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Ladhawala & Associates Practicing Company Secretary to conduct the secretarial audit of the company for the financial year 2023-24. The Secretarial Audit Report in Form No. MR-3 is annexed herewith as "Annexure-5". The Secretarial Audit Report does not contain any qualification reservation or adverse marks.

C) INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s. P PRAJAPAT & CO, Chartered Accountants [Firm Registration No.- 028334C] Ahmedabad as the Internal Auditors of the Company for the financial year 2023-24 and 2024-25.

D) COST AUDITOR

Pursuant to the provisions of section 148 and other applicable provisions, if any, of the companies act 2013 and the rules made thereunder, as amended from time to time and subject to the approval of central government if any, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s K V M & Co., Cost Accountants Firm, Ahmedabad, as the Cost Auditor of the Company for the financial year ended 31 March 2024.

PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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 details of the Insider Trading Policy have posted on the website of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure-4".

CODE OF BUSINESS CONDUCT AND ETHICS:

The Company has laid down a Code of Conduct (COC) which is applicable to all the Board members and Senior Management of the Company. The COC is available on the website of the company. All the members of the Board and Senior Management have affirmed compliance with the Code.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment measures in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year there were no complaints received under the said act. The Company has complied with all the applicable provisions of the said Act including the constitution of internal complaints committee.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

VIGIL MECHANISM POLICY/WHISTLE BLOWER POLICY:

The Company has established a Vigil mechanism and Whistle Blower Policy for Directors and employees. It has been communicated to the Directors and employees of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Bigshare Services Pvt.Ltd. situated at "1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400059, Maharashtra.

DEMATERIALIZATION OF SECURITIES:

The company's equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31 March 2024, all 23,26,23,311 equity shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date. Due to Sub-division of equity shares of the company, The ISIN allotted to your Company has changed to INE01KI01027.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

ENVIRONMENT:

As a responsible corporate citizen and as a textile processing unit, environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliance of stipulated pollution control norms.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

APPRECIATION:

Your directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Supplier, Customers, Banks/Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.