Dear Member(s),
Your directors take immense pleasure in presenting the 9th Annual Report on the
business and operations of your Company along with its Audited Financial Statements for
the year ended on 31st March, 2024.
Financial Summary
The financial statements of your Company are prepared in accordance with the applicable
provisions of the Companies Act, 2013 (the ‘Act') including Accounting Standards as
specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and
amendments thereof.
The financial performance of the company during the year is as under:
(Rs. In lakhs)
|
For the year ended |
| Particulars |
March 31, 2024 |
March 31, 2023 |
| Revenue From operations |
53,108.41 |
33,726.51 |
| Other Income |
122.01 |
80.7 |
| Total Income |
53,230.42 |
33,807.21 |
| Total Expenses |
51,800.23 |
32,678.12 |
| Profit/Loss before Exceptional Items and Tax |
1,430.19 |
1,129.09 |
| Add/(Less): Exceptional Items |
- |
- |
| Profit before Tax |
1,430.19 |
1,129.09 |
| Tax Expense |
250.00 |
198.00 |
| Profit after Tax |
1180.19 |
931.09 |
| Deferred Tax |
167.45 |
154.38 |
| Profit for the year |
1,012.73 |
776.71 |
Operational Overview
Your Company offers widest ranges of air conditioning and lighting products. It
fulfills the lighting & air-conditioning requirements of a large number of corporate
customers. Your Company continues to operate in one segment i.e., manufacturing, selling
and marketing of white Goods and there is no change in the nature of Business of your
Company.
Revenue from operations for the current financial year grew 57.45% to 53,108.41 lakhs
as compared to 33,726.51 lakhs in the previous financial year. Net profit for the current
financial year increased by 30.39% to 1,012.73 lakhs as compared to 776.71 lakhs in the
last financial year. Company has generated record revenue and profits.
Dividend
In view of the planned business growth, your directors estimate it proper to preserve
the resources in order to fund new growth opportunities and therefore, do not propose any
dividend for the Financial Year ended March 31, 2024.
Reserves
The amount of profit of 1,012.73 lakhs is transferred to the Reserve and Surplus
Account for the year under review.
Share Capital Structure
Your Company has increased Authorized share capital from 26,00,00,000 (divided into
2,60,00,000 equity shares of 10/- each) to 35,00,00,000 (divided into 3,50,00,000 equity
shares of 10/- each), vide ordinary resolution passed in the extra-ordinary general
meeting held on February 03, 2024.
The Issued, Subscribed and Paid-up equity share capital has also been increased from
Rs. 22,83,86,560 to Rs. 26,33,87,560 pursuant to the preferential issue for which
allotment was done on March 02, 2024.
As on 31st March, 2024 the Issued, subscribed and paid up capital was 26,33,87,560/-
(divided into 2,63,38,756 equity shares of 10/- each.)
Funds Raised During The Year
Preferential Issue
Preferential issue was approved for fresh issue of 35,00,100 equity shares having face
value of 10/- each at a premium of 245.10/- per share at the Board Meeting held on January
11, 2024 by the board of directors and passed with requisite majority at the Extra
Ordinary General Meeting held on February 03, 2024 by the shareholders of your company and
your company has received the In-principle from BSE Limited on February 20, 2024.
Your company has allotted equity shares on March 02, 2024. The Listing approval of
equity share from BSE Limited has not been received due to increase of paid-up capital
beyond 25 Crores. Accordingly, the credit of Equity Shares from CDSL and NSDL is also
pending and hence 3,500,100 Shares are not tradable on Stock Exchange.
During the period under review, your Company has not bought back any of its securities
/ has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued
shares with Differential Voting rights and there has been no change in the voting rights
of the shareholders.
Employees Stock Option Plan
The board of directors had proposed “VOEPL” Employee Stock Option Plan 2023.
The “VOEPL” Employee Stock Option Plan-2023 was approved on January 30, 2023 by
Board of Directors and on February 24, 2023 by shareholders by passing Special Resolution.
Board of directors has reserved 20,00,000 options under this plan for employees. During
the year, your company had granted 2,59,140 options to employees at the price and terms as
per the proposal by NRC committee and 12,820 ESOPs lapsed or cancelled. The details of
“VOEPL Employee Stock Option Plan- 2023” (“ESOP 2023” or Scheme) are
as provided below:
| Particulars |
|
Details |
|
|
|
From April 1, 2024 till date |
FY 24 |
FY 23 |
FY 22 |
| Total options outstanding as at the beginning of the period |
20,00,000 |
20,00,000 |
20,00,000 |
Nil |
| Total options granted |
2,59,140 |
2,59,140 |
Nil |
Nil |
| Exercise price of options in (as on the date of grant options) |
Nil |
246.3 |
Nil |
Nil |
| Options forfeited/lapsed/cancelled |
12,820 |
12,820 |
Nil |
Nil |
| Variation of terms of options |
NA |
| Money realized by exercise of options during the year/period |
NA |
| Total number of options outstanding in force at the end of period/year |
19,87,180 |
19,87,180 |
20,00,000 |
Nil |
| Total options vested (excluding the options that have been exercised) |
Nil |
Nil |
Nil |
Nil |
| Options exercised |
Nil |
| The total number of Equity Shares arising as a result of full exercise of granted
options (including options that have been exercised) |
Nil |
|
Details |
| Particulars |
From April 1, 2024 till date |
FY 24 |
FY 23 |
FY 22 |
| Employee wise details of options granted to: |
|
|
|
|
| Key managerial personnel: |
60,000 |
60,000 |
60,000 |
Nil |
| Any other employee who receives a grant in any one year of options amounting to 5% or
more of the options granted during the year |
Nil |
| (iv) Identified employees who were granted options during any one year equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our
Company at the time of grant |
Nil |
| Lock-in period |
NA |
|
Fully diluted EPS as per the Audited Financial Statements: |
| Fully diluted EPS on a pre-Offer basis pursuant to the issue of Equity Shares on
exercise of options calculated in accordance with the applicable accounting standard on
‘EPS' (in ) |
Particulars |
FY 24 |
FY 23 31, 2023 |
FY 22 31, 2022 |
|
Diluted EPS |
4.38 |
4.28 |
3.11 |
|
Black- Scholes formula |
|
Particular |
Tranches 1 |
Tranches 2 |
Tranches 3 |
Tranches 4 |
| Description of the pricing formula and method and significant assumptions used to
estimate the fair value of options granted during the year including, weighted average
information, namely, risk-free interest rate, expected life, expected volatility, expected
dividends and the price of the underlying share in market at the time of grant of the
option |
Valuation date |
August 10, 2023 |
August 10, 2023 |
August 10, 2023 |
August 10, 2023 |
|
Volatility (S) |
25% |
25% |
25% |
25% |
|
Risk free rate |
7.17% |
7.16% |
7.19% |
7.19% |
|
Time to Expiration (T) |
4.5 years |
5.5 years |
6.5 years |
7.5 years |
| Impact on the profits and on the Earnings per Equity Share of the last three years if
the accounting policies specified in the SEBI SBEB Regulations had been followed, in
respect of options granted in the last three years |
Not Applicable |
| Where our Company has calculated the employee compensation cost using the intrinsic
value of the stock options, the difference, if any, between employee compensation cost so
computed and the employee compensation calculated on the basis of fair value of the stock
options and the impact of this difference, on the profits of our Company and on the
Earnings per Equity Share of our Company |
Yes |
| Intention of the Key Managerial Personnel, Senior Management Personnel and whole-time
directors who are holders of Equity Shares allotted on exercise of options granted to sell
their Equity Shares within three months after the date of listing of Equity Shares
pursuant to the Offer |
No options exercised, hence not applicable |
| Intention to sell Equity Shares arising out of “VOEPL Employee Stock Option Plan-
2023” (“ESOP 2023” or Scheme) within three months after the listing of
Equity Shares, by Directors, Key Managerial Personnel, Senior Management Personnel and
employees having Equity Shares arising out of an employee stock option scheme, amounting
to more than 1% of the issued capital (excluding outstanding warrants and conversions) of
our Company. |
No options exercised, hence not applicable |
Maintainance of cost records
The Company has adequately maintained the cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.
State of company affairs
The state of your Company's affairs is given under the heading ‘Financial Summary/
Highlights', Overview of Company's Performance' and various other headings in this Report
and the Management Discussion and Analysis Report, which forms part of the Annual Report.
Investor education and protection fund
During the year under review, Our Company was not required to transfer any funds to
Investor Education and Protection Funds (IEPF).
Committees Of The Board
The Board had duly constituted following Committees, which are in line with the
provisions of applicable laws:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders' Relationship Committee
D. Management/Executive Committee
E. Corporate Social Responsibility Committee
A detailed update on the composition, number of meetings, attendance and terms of
reference of aforesaid Committees are provided in the section “Committees of the
Board” of “Corporate
Governance Report.”
Public Deposit
During the year under review, the Company has not accepted any public deposit during
the year under review and no amount against the same was outstanding at the end of the
year.
Material changes and commitments affecting the financial position of the company
There were no such material changes and commitments affecting the financial position of
your Company which have occurred between the end of the Financial Year of your Company to
which the Financial Statements relate and the date of Board Report.
Declaration By Independent Directors
Necessary declarations from each Independent Director of the Company are received,
confirming that he/she met with the criteria of independence as laid out in sub-section
(6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing
Regulations, 2015.
Board Evaluation
As per the provisions of the Companies Act, 2013 and Listing Regulations 2015, 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 Boards
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
Changes In Key Managerial Personnel
During the Financial year 2023-24,
1. Mr. Hariom Kushawaha, Company Secretary & Compliance Officer of the Company has
resigned w.e.f. January 27, 2024.
2. Ms. Vibhuti Kulkarni, was appointed as Company Secretary & Compliance Officer of
the company w.e.f. January 28, 2024.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies
(Accounts) Rules, 2014, are set out in the annexure to the Directors' Report as Annexure -
1.
Health, Safety And Environment
The Company is continuously focusing on improved training, new initiatives and
communications enhancing safety in the work place. Safety and occupational health
responsibilities are integral to your Company's business process. Safety is a key
performance indicator and your Company is committed to ensuring zero harm to its
employees, to any person in the Company premises and to the community. Company has
implemented various measures in light with the requirement of safety and ensuring the
health of its employees:
1. Regular safety training sessions are conducted for employees to enhance their
knowledge and skills in identifying and mitigating potential hazards.
2. Performed regular safety inspections and audits to identify and address potential
safety risks and ensure compliance with regulations.
3. Mock Drills are Conducted for potential emergencies.
4. Periodic Employee Recognition and Motivation for their contributions to safety,
promoting a safety-first culture.
5. Annual medical checkups for employees to monitor their health and well-being, and
provide early intervention and support as needed.
Apart from safety initiatives, your Company is also focusing on environment protection
with below activities are monitored and conducted during the year:
1. Ensured compliance with environmental regulations and standards.
2. Implemented effective waste management practices to minimize waste and promote
recycling.
3. Implemented energy-efficient practices to reduce energy consumption.
4. Promoted sustainable practices throughout the organization.
Company has ensured compliance with Commitment to Health Safety and Environment
protection measures via below activities:
1. Monthly Safety Committee Meetings to discuss safety concerns, incidents, and best
practices.
2. Incident Reporting and Investigation to identify root causes and implement
corrective actions.
3. Continuous Improvement with employee suggestions and ideas welcomed and implemented.
4. Periodic review of HSE policies and objectives to ensure alignment with
organizational goals and regulatory requirements.
The Company is in compliance with the provisions of E-Waste (Management) Rules, 2022
from Central Pollution Control Board (CPCB) of the Government of India.
Board Of Directors, Its Committees And Meetings Thereof
Pursuant to Section 152 of Companies Act, 2013, Mr. Sukrit Bharati, shall retire by
rotation at the ensuing Annual General Meeting being eligible offers himself for
re-appointment for directorship of the company.
Mrs. Komal Kotecha, (DIN: 09141355) has resigned as an Independent Director w.e.f. May
29, 2023.
Ms. Ila Bhat (DIN: 10605053) was, on recommendation of Nomination and Remuneration
Committee, appointed by the Board of Director as additional director (Non-Executive,
Independent) under section 161 of the Companies Act, 2013 w.e.f. April 29, 2024, She was
regularized in the Extra Ordinary General Meeting of the company which was held on
26.07.2024.
The requisite particulars in respect of Directors seeking appointment / re-appointment
are given in Notice convening the Annual General Meeting.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013.
Details of policy of appointment and remuneration of directors have been provided in
the Corporate Governance Report.
Policies
The updated policies adopted by the Company as per statutory and governance
requirements are uploaded on website of the Company at www.voepl.com.
Particulars Of Employees
A statement containing the names and other particulars of employees in accordance with
the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended
as Annexure - 2 to this report.
The information required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the Companies Act,
2013, the Reports and Accounts are being sent to the members excluding such information.
However, the said information is available for inspection for members at the registered
office of the Company during business hours on working days of the Company up to the date
of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write
to the Company Secretary at the registered office of the Company or e-mail to
cs@voepl.com.
Details Of Related Parties Transactions Purusant To Section 188(1) Of The Companies
Act, 2013
Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party
transactions entered into during the financial year under review were in ordinary course
of business and on an arm's length basis. There were no materially significant
transactions with related parties during the financial year which were in conflict with
the interest of the Company. Accordingly, information in form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. The transactions entered into pursuant to
the omnibus approval so granted are placed before the Audit Committee and the Board of
Directors for their review and approval on a quarterly basis.
Other details for inter corporate financial transactions or remuneration and other
benefits paid to directors, their relatives, key managerial personnel etc. are given as
per requirements of AS 18.
Details Of Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013
During the year under review the Company has not made any inter corporate loans,
investments, given any corporate guarantee to any other body corporate, subsidiary,
associate or any other company
AUDITORS
Statutory Auditors
M/s. Jain Chhajed & Associates, Chartered Accountants, an Auditors firm was
appointed as Statutory auditors of the company, for the second term of five consecutive
years at the 6th Annual General Meeting held on Thursday, June 3, 2021. As per Rule 6(3)
of the Companies (Audit and Auditors) Rules 2014, they are eligible to continue as the
statutory auditors. They have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with rules
made thereunder, the Board of Directors has appointed M/s Prachi Bansal & Associates,
Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the
Company for the Financial Year 2023-24. The report submitted by the Secretarial Auditor in
Form MR-3 is attached to this report as Annexure - 3. The Secretarial Auditor Report does
not contain any qualification, reservation or adverse remark.
Cost Auditors
In terms of the provisions of Section 148 of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, the Board of Directors had, on the recommendation of the
Audit Committee, appointed KPMSS & Associates, Cost Accountants, Nashik, as the Cost
Auditors, to conduct the cost audit for the financial year ended March 31, 2024.
As required under the Act, the remuneration payable to the cost auditor is required to
be placed before the members in a general meeting for their ratification. Accordingly, a
resolution seeking members' ratification for the remuneration payable to Cost Auditors,
forms part of the Notice convening the Annual General Meeting.
Internal Auditors
In terms of the provisions of Section 138 of the Act read with Companies (Account)
Rules, 2014, the Company has re-appointed M/s Pooja M. Kulkarni & Co., Chartered
Accountants, Nashik as the internal auditors.
Reporting Of Frauds By Auditors
During the year under review, none of the auditors, viz., statutory auditors, cost
auditors, and secretarial auditors, and internal auditors have reported to the Audit
Committee, under Section 143(12) of the Act, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in
the Board's Report.
Annual return
The Annual Return of the Company as on March 31, 2024 is available on the website of
the Company at www.voepl.com.
Management Discussion And Analysis Report
Management Discussion and Analysis Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations; 2015 forms part this Directors'
Report is attached as Annexure - 4.
Corporate Governance
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.
During the year under review, your company has complied with the applicable Secretarial
Standards.
Insurance
The Fixed Assets and Stocks of your Company are adequately insured.
Risk Management And Internal Control System
Your Company has an Internal Financial Control System commensurate with the size, scale
and complexity of its operations. Your Company has adopted proper system of Internal
Control and Risk Management to ensure that all assets are safeguarded and protected
against loss from unauthorized use or disposition and that the transactions are
authorized, recorded and reported properly.
The effectiveness of internal financial controls is reviewed through the internal audit
process. Reports of internal auditors are reviewed by Audit Committee of the Company and
desired actions are initiated to strengthen the control and effectiveness of the system.
Corporate Social Responsibility (CSR) Initiatives
During the year, the company has constituted the CSR Committee due to applicability of
the provisions sub-section (1) of Section 135 of the Companies Act, 2013.
The details of the CSR Committee are provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report. The CSR policy is available on the website of
your Company at https://www.voepl.com/investors. The Annual Report on CSR activities is
annexed and forms part of this report. Your Company has spent more than 2% of the average
net profits of your Company, during the three years immediately preceding financial year.
The Chief Financial Officer of your Company has certified that CSR spends of your Company
for FY24 have been utilized for the purpose and in the manner approved by your Board of
your Company.
Our Company has Utilized CSR Funds for Apprenticeship Training Under ‘Skill
Training' Under Item No. (ii) Of Schedule VII of The Companies Act. We have imparted
training to 109 apprentices under a government registered scheme of WIL, NEEM, Flexi- MOU,
NAPS for the Various purposes like training for MI- Line, Wave Soldering, Assembly, SMT,
Store, QA, R&D etc.
Prevention of Sexual Harassment of Women At Workplace
The Company is committed to provide a safe and conducive work environment to its
employees. As per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made there under. Your
Company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal for complaints related to sexual harassment. During the year under review, there
were no complaints pertaining to sexual harassment.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, hereby confirm that:
• in the preparation of the annual financial statements for the financial year
ended 31st March, 2024, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
• the directors have selected such accounting policies have been selected and
applied them consistently and judgment and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31st March, 2024 and of the loss of the Company for the year ended on that date;
• the directors have taken proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;
• the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating effectively;
• the directors have advised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
Acknowledgements
Your directors place on records their sincere appreciation for the valuable support and
cooperation received from Government of India and regulatory authorities, financial
institutions and banks associated with the Company during the year. Your directors thank
all shareholders, esteemed customers, suppliers and business associates for their faith,
trust and confidence reposed in the Company.
Your directors also wish to place on record their sincere appreciation for the
dedicated efforts and consistent contribution made by the employees at all levels.
The Directors look forward to your continuing support.
By Order of the Board of Directors
For Virtuoso Optoelectronics Limited
Sukrit Bharati
Chairman & Managing Director
DIN: 03638084
Date : June 21, 2024
Place : Nashik