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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Vishal Bearings Ltd.

Mar 31, 2025

Your directors are pleased to present the 34TH ANNUAL REPORT OF VISHAL BEARINGS
LIMITED (the âCompanyâ) along with the audited Financial Statements for the financial year
ended 31st March 2025 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Companyâs financial results for the Financial Year 2024-2025 is as under:

	For the year ended March 31
Financial Particulars	2025	2024
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations	8664.19	9870.33
Other Incomes	24.47	9.24
Total revenues	8688.66	9879.57
Cost of Material consumed	5211.47	5971.36
Changes in Inventory	(215.10)	(225.36)
Employee Benefit expense	1503.25	1530.92
Finance Costs	479.01	345.27
Depreciation and amortization expense	587.45	501.88
Other expenses	1394.04	1596.83
Total Expenses	8960.12	9720.90
Profit before tax	(271.46)	158.67
Tax expense	(12.25)	48.13
Profit for the year	(259.21)	110.54

PERFORMANCE REVIEW

The Companyâs revenue from operations for the year under review is Rs.8664.19 lakhs as
compared to Rs. 9870.33 lakhs in the previous year. The Profit/Loss after Tax is at Rs. (259.21)
lakhs as compared to Rs. 110.54 lakhs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during
the Financial Year 2024-2025.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for
the year ended March 31,2025.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2025, stood at Rs. 10.79 crore. During the
year under review, the Company has neither issued shares with differential voting rights, nor
granted stock options, nor sweat equity and none of the Directors of the Company hold
any convertible instruments.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on
account of payment of listing fees to Stock Exchanges.

ANNUAL PERFORMANCE AND BOARD EVALUATION

The Board has devised a policy pursuant to the applicable provisions of the Act and the
Listing Regulations for performance evaluation of the Chairman, Board as a whole and
individual directors (including Independent Directors) and Committees, which includes
criteria for performance evaluation of Non-Executive Independent Directors and Executive
Directors.

The Board has devised questionnaire to evaluate the performance of Board as a whole,
Committees of the Board individual directors and Chairperson. The Chairman of respective
Board Committees shared the report on evaluation with the Board. The performance of
each Committee was evaluated by the Board, based on report on evaluation received
from respective Committees. The reports on performance evaluation of the individual
directors were reviewed by the Board.

The evaluation framework for assessing the performance of directors comprises of the
following key areas:

â¢ Attendance at Board and Committee Meetings;

â¢ Quality of contribution to the deliberations;

â¢ Strategic perspectives or inputs regarding future growth of the Company and its
performance; and

â¢ Providing perspectives and feedback going beyond information provided by the
management.

Taking into account the views of Executive Directors and Non-Executive Independent
Directors, in a separate meeting, evaluated the performance of non-independent
directors, the Board as a whole and Chairman of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary 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 Listing Regulations and pursuant to
Regulation 25(8) of the Listing Regulations declaring that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. The Independent Directors have also confirmed that
they have complied with the provisions of Schedule IV of the Act and the Company''s Code
of Conduct.

None of the directors of your Company are disqualified under the provisions of Section
164(2) of the Act. Your directors have made necessary disclosures, as required under
various provisions of the Act and the Listing Regulations and in the opinion of the Board, all
the Independent Directors are person of integrity and possess relevant expertise and
experience and are independent of the management.

NUMBERS OF DIRECTORS

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint 06
(six) directors including one woman director on its Board, out of them half of the Board
should consist of non-executive independent directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 following persons are acting as directors and Key Managerial Personnel of the
Company:

1. Managing Director_ Mr. Dilip Changela_

2. Whole time director_ Mr. Diveshkumar Changela

3. Whole time director_ Mr. Vijay Changela_

4. Chief Financial Officer Mr. Vishal Changela_

5. Company Secretary_ Mr. Ketankumar Savaliya

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief
resume of the Directors proposed to be appointed/re-appointed is given in the notice
convening the 34^th Annual General Meeting.

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors meets at regular intervals to discuss and decide on
Company/business policies and strategy apart from other Board business. A tentative
annual calendar of the Board and Committee meetings is informed to the directors in
advance to facilitate them to plan their schedule accordingly and to ensure meaningful
participation in the meetings. However, in case of special or urgent business need, the
Board''s/Committees approval is taken by passing resolutions through circulation, as
permitted by law, which are noted in the subsequent meeting of the Board of Directors /
Committees.

The notice of meetings of the Board of Directors and Committees is given well in advance
to all the directors of the Company. Usually, meetings of the Board are held in Registered
office of the company. The agenda/Intimation of the Board/Committee meetings are
circulated at least 7 days before the date of the meeting.

During the financial year under review, the Board of Directors met six (06) times during the
financial year 2024-2025. The meetings were held on May 13, 2024, May 25, 2024, July 15,
2024, August 08, 2024, November 12, 2024, and February 10, 2025. To transact business,
approval of the Board/Committees, which was noted at the subsequent meeting of the
Board/Committees, as the case may be.

Further details regarding meetings of the Board and Committees are furnished in the Report
on Corporate Governance, which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors to the best of their knowledge and belief and according to the information
and explanations obtained by them and as required under Section 134(3) read with Section
134(5) of the Act state that:

(a) in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if
any;

(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;

(e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
and

(f) 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.

COMMITTEES OF THE BOARD

In accordance with the applicable provisions of the Act and the Listing Regulations, the
Company has constituted four committees of the Board, namely:

1) Audit Committee;

2) Stakeholders'' Relationship Committee;

3) Nomination and Remuneration Committee; and

4) Corporate Social Responsibility Committee.

Details of the said Committees along with their charters, composition and meetings held
during the financial year under review are provided in the report on Corporate
Governance, forming part of this Report.

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and
Regulation 18 of the Listing Regulations.

The Audit Committee acts in accordance with the terms of reference specified by the
Board of Directors of the Company. Further, during the period under review, the Board of
Directors of the Company has accepted all the recommendations of the Committee and
the details pertaining to the composition of the Audit Committee are included in the Report
on Corporate Governance, which forms a part of the Annual Report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of
Directors with respect to auditing and accounting matters. It also supervises the Company''s
internal control and financial reporting process and vigil mechanism.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of the Nomination and Remuneration Committee
are included in the Corporate Governance Report, which forms a part of the Annual
Report.

The terms of reference of the Nomination and Remuneration Committee are as per the
governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule
II).

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

As per Section 178(5) of Companies Act, the Board of Directors of a company has
constituted a Stakeholder Relationship Committee consisting of a Chairperson and such
other members as may be decided by the Board. The Committee has been constituted to
strengthen the investor relations and to inter-alia, look into issues relating to shareholders
grievances pertaining to transfer of shares, non-receipt of declared dividends, non-receipt
of Annual Report, issues concerning de-materialization etc.

The details pertaining to the composition of the Stakeholdersâ Relationship Committee are
included in the Corporate Governance Report, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND INITIATIVES

In accordance with Section 135 of the Act and the Rules made thereunder, the Company
has adopted a Corporate Social Responsibility (âCSRâ) Policy, and the Board has
constituted a Committee to implement CSR activities. The composition of the Committee
and additional details are provided in the Corporate Governance Report, forming part of
this Report.

During the financial year, the Company was statutorily required to spend Rs.15,24,925/-
towards CSR contribution. However, the Company has contributed Rs.15,25,000/- towards
CSR activities for the financial year, which was over and above the statutory requirements
as per the Act. The CSR contribution was made to SADBHAVNA SEVA FOUNDATION,
AEKRANG CHILDRENS DEVELOPMENT INSTITUTE and SHREE SITARAM GAVSEVA CHARITABLE
TRUST in Rajkot, Gujarat towards helping unprivileged and orphaned children by way of
providing free education, mid-day meals, good healthcare facilities, vocational training,
development of the trampled classes of the poor society, etc. The activities undertaken are
in accordance with Schedule VII of the Act. The brief outline of CSR Policy of the Company
and the Companyâs CSR initiatives and activities during the financial year as required under
the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed as
Annexure and forms part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of
Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instances of
fraud and mismanagement. It also provides adequate safeguards against victimization of
directors or employees or any other person who avail the mechanism and it provides for
direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the Vigil Mechanism are provided in the report on Corporate Governance
and also posted on the website of the Company. Under the policy, the Directors and
employees are free to report any violation of the applicable laws and regulations and the
code of conduct of the Company. The reportable matters are to be disclosed to the Audit
Committee.

During the year under review, the Company has not received any complaints under the
said mechanism.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the members of the Company at their 33rd AGM held on 10th August,
2024, appointed M/s. Anil Parekh & Co., Chartered Accountants (FRN:128503W) as the
Statutory Auditors of the Company for a term of 5 (five) consecutive years, and accordingly
they will hold office as such till the conclusion of 38th AGM of the Company to be held for
the financial year 2028-2029.

M/s. Anil Parekh & Co., Chartered Accountants, have furnished a certificate of eligibility
under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014,
confirming that they are eligible for continuance as Statutory Auditors of the Company.

STATUTORY AUDITORS'' REPORT

The Statutory Auditors'' reports on the Audited Standalone Financial Statements of the
Company for the financial year ended 31st March, 2025 form part of this Report.

The Statutory Auditors'' Reports on the Audited Standalone Financial Statements for the
financial year ended 31st March, 2025 does not contain any qualifications, reservations or
adverse remarks or disclaimer.

COST RECORDS AND COST AUDIT

During the financial year under review, the Company duly made and maintained the Cost
accounts and records as required under Section 148(1) of the Act.

The Company has received Cost Audit Report for the financial year ended 31st March, 2025
from M/s. M.C. Bambhroliya & Associates, Cost Auditors of the Company.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors of the Company, in its meeting held on 25th
May, 2024, re-appointed M/s. M.C. Bambhroliya & Associates, Cost Accountants, Rajkot
(FRN: 101692) as Cost Auditors of the Company to conduct audit of cost records of the
company for the financial year 2024-25.

Further, the Board of Directors of the Company, in its meeting held on 27th May, 2025 reÂ¬
appointed M/s. M.C. Bambhroliya & Associates, Cost Accountants, Rajkot (FRN:101692) as
Cost Auditors of the Company to conduct audit of cost records of the company for the
financial year 2025-26. A resolution seeking ratification of the remuneration payable to the
said Cost Auditors for the financial year 2025-26 by the members is provided in the Notice of
the ensuing 34th AGM of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A
of the Listing Regulations, the Company had appointed M/s. K. P. Ghelani & Associates,
Company Secretaries, Rajkot to undertake Secretarial Audit of the Company for the
financial year 2024-25.

Further, pursuant to the provisions of Regulation 24A of Listing Regulations as amended vide
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Third Amendment) Regulations, 2024 dated 13th December, 2024, the Board of Directors
appoint of M/s. K. P. Ghelani & Associates, Company Secretaries, Rajkot as the Secretarial
Auditors of the Company for a term of 5 (five) consecutive years commencing from
financial year 2025-2026 till financial year 2029-30 to carry out Secretarial Audit subject to
approval of shareholders at Annual General Meeting. A resolution seeking approval of the
members for the appointment of Secretarial Auditors is provided in the Notice of the
ensuing 34th AGM of the Company.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee,

re-appointed M/S. P. GHANSHYAM & CO., Chartered Accountants as Internal Auditors and
the Internal Auditor submits his report to the Audit Committee on a quarterly basis. Based on
the Internal Auditorâs reports, the management undertakes corrective actions in respective
areas and thereby strengthens the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee periodically.

REPORTING OF FRAUD BY AUDITORS

None of the Auditors have reported any fraud as specified under Section 143(12) of the
Act.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company''s policies, safeguarding of assets,
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control systems in
the Company, its compliance with operating systems, accounting procedures at the
Company and strives to maintain the highest standard in Internal Financial Control.

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitor both
business and non-business risks. The Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly defined framework.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance
and adhere to the Corporate Governance requirements set out by Securities and
Exchange Board of India. The Report on Corporate Governance confirming compliance
with the conditions stipulated under the SEBI Listing Regulations, which forms part of the
Annual Report, is attached to this Report and marked as Annexure-V. The certificate on
Corporate Governance, as stipulated in the said Regulations, issued by CS K.P. Ghelani &
Associates, Practicing Company Secretary (FCS 33400, CP No. 12468) is also attached to
this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report and various initiatives and future prospects of
the Company for the year under review, as stipulated under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
annexed to this Report.

ANNUAL RETURN

Pursuant to 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 copy of the
Annual Return as on 31st March, 2025, is available on the Companyâs website and that can
be accessed at https://www.vishalbearings.com By virtue of amendment to Section 92(3)
of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Company is not required to provide extract of Annual
Return (Form MGT-9) as part of this Report.

TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on an armâs length basis. No
material contract/arrangement/transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on
the Companyâs website. Your directors draw attention of the Members to Notes to the
standalone financial statements which set out related party disclosures as per the Act, SEBI
Listing Regulations and the Accounting Standards.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed to
this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to Remuneration in terms of remuneration drawn, as required under
Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this
Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace
pursuant to the requirements of the Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder.
Accordingly, Internal Complaints Committee [âICCâ] has been constituted for redressal of
any sexual harassment complaint. The following is the summary of the complaints during the
financial year 2024-25:

a) Number of complaints received during : Nil
the financial year

b) Number of complaints disposed of : Nil
during the financial year

C) Number of complaints pending at end : Nil
of the financial year

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

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology absorption,
foreign exchange earnings and outgo are given as a Annexure and forms part of this
report.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments affecting the financial position of the Company
have occurred at the end of the financial year to which the financial statements relate and
the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made, or guarantee/security provided are
disclosed in the financial statements. No fresh loan was given during the year. The
Company did not give any guarantee or provide any security in connection with any loan.

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

There was No significant or material order have been passed by any regulator or court or
tribunal, which impacts the going concern status of the Company or will have bearing on
company''s operations in future.

RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit, on
quarterly basis to reconcile the total admitted capital with NSDL & CDSL and total issued
and listed capital. The audit confirms that the total issued/paid up capital is in agreement
with the total number of shares in physical form and the total number of dematerialized
shares held with NSDL&CDSL.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to the
dematerialization of shares, the company has entered into an agreement with NSDL &
CDSL.

As on March 31,2025, 100% of the share capital of the company is dematerialized.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid
or unclaimed dividends are required to be transferred by the Company to the IEPF
established by the Government of India, after the completion of seven years or more.

Further, according to the provisions of 124(6) of the Act read with the said Rules, the shares
on which dividend remained unpaid or unclaimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF
Authority. Accordingly, during the financial year under review, the Company filed Form
IEPF-2 Statement of unclaimed and unpaid amounts to the IEPF Authority.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Associates or Joint Venture Companies and
hence preparation of Consolidated Financial Statements and Statement containing salient
features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act,
2013 is not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a
view to regulating trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companyâs shares and
prohibits the purchase or sale of Company 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. The Board is
responsible for the implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior
Management and the same is available on the Companyâs website.

All Directors and Senior Management personnel have affirmed their compliance with the
said Code. A declaration pursuant to the Regulation 26(3) read with part D of the Schedule
V of the SEBI (LODR) Regulations, 2015 signed by Managing Director.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors, to the best of its knowledge, affirms that the Company has complied
with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively
relating to Meetings of the Board and its Committees, which have mandatory application
during the year under review.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application or any proceeding has been filed against the Company under the
Insolvency and bankruptcy Code, 2016 (31 of 2016) (IBC Code) during FY 2024-25.

ANNEXURES FORMING PART OF THIS ANNUAL REPORT

I SECRETARIAL AUDIT REPORT
II	FORM NO. AOC-2
III	PARTICULARS OF EMPLOYEES
IV	STATEMENT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
V	CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
VI	CEO/CFO CERTIFICATIONS

ACKNOWLEDGEMENT

The Directors express their deep sense of gratitude to the Principals, customers, members,
suppliers, employees, bankers, business partners/associates and all other stakeholders for
their exemplary and valued contribution and look forward to their continued assistance in
future.

For and on behalf of the Board of Directors
VISHAL BEARINGS LIMITED

Date: 26.08.2025
Place: Shapar, Rajkot

Sd/-

DILIP G. CHANGELA

Chairman & MD
DIN:00247302

Mar 31, 2024

Your directors are pleased to present the 33^rd ANNUAL REPORT OF VISHAL BEARINGS LIMITED (the âCompanyâ) along with the audited Financial Statements for the financial year ended 31st March 2024 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Companyâs financial results for the Financial Year 2023-2024 is as under:

Financial Particulars	For the year ended March 31
	2024	2023
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations	9870.33	11551.43
Other Incomes	9.24	4.40
Total revenues	9879.57	11555.83
Cost of Material consumed	5971.37	6732.11
Changes in Inventory	(225.36)	(173.94)
Employee Benefit expense	1530.92	1359.83
Finance Costs	345.27	425.30
Depreciation and amortization expense	501.88	469.54
Other expenses	1596.83	1654.77
Total Expenses	9720.90	10467.61
Profit before tax	158.67	1088.22
Tax expense	48.13	286.73
Profit for the year	110.54	801.49

PERFORMANCE REVIEW

The Companyâs revenue from operations for the year under review is Rs.9870.33 lakhs as compared to Rs. 11551.43 lakhs in the previous year. The Profit after Tax is at Rs.110.54 lakhs as compared to Rs.801.49 lakhs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial Year 2023-2024.

TRANSFER TO RESERVES

In view of the profit incurred, such an amount has been transferred to reserves during the year under review.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended March 31,2024.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2024, stood at Rs. 10.79 crore. During the year under review, the Company has neither issued shares with differential voting rights, nor granted stock options, nor sweat equity and none of the Directors of the Company hold any convertible instruments.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to dematerialization of shares, the company has entered into an agreement with NSDL & CDSL.

As on March 31,2024, 100% of the share capital of the company is dematerialized. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 [âthe Actâ], the Directors of the Company, to the best of their knowledge and ability, confirm 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) they have 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 as at 31^st March, 2024, and of the profit of the Company for the year ended on that date;

(c) they have 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;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the Board of Directors is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2023-24.

NUMBERS OF DIRECTORS

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint 06 (six) directors including one woman director on its Board, out of them half of the Board should consist of non-executive independent directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

1.	Managing Director	Mr. Dilip Changela
2.	Whole time director	Mr. Diveshkumar Changela
3.	Whole time director	Mr. Vijay Changela
4.	Chief Financial Officer	Mr. Vishal Changela
5.	Company Secretary	Mr. Ketankumar Savaliya

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 33^rd Annual General Meeting.

BOARD MEETINGS

The Board of Directors met five (05) times during the financial year 2023-24. The meetings were held on May 30, 2023, August 14, 2023, August 28, 2023, November 11, 2023, and February 12, 2024. In order to transact business, approval of the Board/Committees, which were noted at the subsequent meeting of the Board /Committees, as the case may be.

Further details regarding meetings of the Board and Committees are furnished in the Corporate Governance Report, which forms part of the Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, the Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board seeking inputs from all directors on the basis of criteria such as adequacy of the composition of the Board and its Committees, Board culture, effectiveness of board processes and performance of specific duties, obligations and governance. The performance of the Committees was evaluated by the Board on the basis of criteria such as composition of committees, effectiveness of committee meetings, etc,. The individual Directors were evaluated on parameters such as level of engagement and contribution of the individual director to the Board and committee meetings, independence of judgment, etc,.

In a separate meeting of the independent directors held on March 30, 2024, the performance of the non-independent directors and Board was reviewed, and performance of Chairman of the Company was reviewed after taking into account views of Executive Director. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct.

Further, the independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandated the inclusion of an Independent Directorâs name in the data bank of Indian Institute of Corporate Affairs.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were evaluated and no reportable deficiency in the design or operation of such controls were observed.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms a part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The details pertaining to the composition of the Stakeholdersâ Relationship Committee are included in the Corporate Governance Report, which forms a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND INITIATIVES

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) committee and has framed policy on Corporate Social Responsibility.

As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act.

VBL firmly believes in growing the business in a socially and environmentally responsible way while meeting the interests of all its stakeholders. Our Company is committed to improving the lives of the community it works with and reducing the impact of its operations on the environment it draws its resources from.

The details of CSR activities undertaken during the Financial Year 2023-2024, as required under Rule 8 of the Companies (CSR) Rules, 2014, are annexed as Annexure and forms part of this report.

STATUTORY AUDITORS

M/S. SVK & Associates, Chartered Accountants, (Firm Registration No. 118564W) reappointed as Statutory Auditor of the company to hold office for the financial Year 20232024 and the Notes on financial statements referred to in the Auditorsâ Report are selfexplanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Sections 139, 142 of the Act read with Companies (Audit & Auditors) Rules, 2014, M/S. Anil Parekh & Co. were appointed as the Statutory Auditors of the Company by the shareholders for a term of five consecutive years, from the conclusion of the 33rd Annual General Meeting (AGM) of the Company till the conclusion of the 38th Annual General Meeting to be held in the year 2029, subject to ratification of their appointment at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away with pursuant to the Companies (Amendment) Act, 2017.

M/S. SVK & Associates, Statutory Auditor of the company resigned w.e.f. May 14, 2024, and M/S. Anil Parekh & Co. were appointed as the Statutory Auditors of the Company w.e.f. May 14, 2024. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

AUDITORS'' REPORT

Auditorsâ Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanations.

COST AUDITOR

On the recommendation of the Audit Committee, and in compliance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed M/s. M.C. BAMBHROLIYA & ASSOCIATES, Cost Accountants, Rajkot to conduct the audit of the cost records of the Company for the financial year ending on 31^stMarch 2025.

SECRETARIAL AUDITOR

The Board had appointed CS K.P. GHELANI & ASSOCIATES, Practicing Company Secretary (FCS 33400, CP No. 12468), to conduct Secretarial Audit of the Company for the financial year ended on 31^st March 2024. The Secretarial Audit Report (âForm No. MR-3â) for the financial year ended on 31^st March 2024 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification/ adverse remark/observation.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed M/S. P. GHANSHYAM & CO., Chartered Accountants as Internal Auditors for Financial Year 2024-2025. Internal Auditor submits his report to the Audit Committee on a quarterly basis.

Based on the report of the internal auditor, the management undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report and marked as Annexure-V. The certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.P. Ghelani & Associates, Practicing Company Secretary (FCS 33400, CP No. 12468) is also attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report and various initiatives and future prospects of the Company for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. No material contract/arrangement/transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on the Companyâs website. Your directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed to this Report.

RISK MANAGEMENT

The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may adversely affect the various Divisions of the Company. The Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for monitoring, mitigating and minimization of the said risks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made, given or provided any loans or investment or guarantee or security to any person or body corporate under the provisions of Section 186 of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to 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 copy of the

Annual Return as on 31st March, 2024, is available on the Companyâs website and that can be accessed at https://www.vishalbearings.com By virtue of amendment to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to Remuneration in terms of remuneration drawn, as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed to this Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace pursuant to the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant Rules made thereunder. Accordingly, Internal Complaints Committee [âICCâ] has been constituted for redressal of any sexual harassment complaint. The following is the summary of the complaints during the financial year 2023-24:

a) Number of complaints received during : Nil the financial year

b) Number of complaints disposed of : Nil during the financial year

C) Number of complaints pending as on : Nil end of the financial year

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow as required to be disclosed under Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed to this Report.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31^st March 2024.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the Financial Year 2023-24, no order has been Director passed by any regulatory authorities or Courts impacting the going concern status and Companyâs operations in future.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company, to report to the Chairman of the Audit Committee of the Company, genuine concerns or grievances about the unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The Policy also provides adequate safeguards against victimization. The whistle blower policy may be accessed on the Companyâs website.

Under the policy, the Directors and employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Audit Committee.

During the year under review, the Company has not received any complaints under the said mechanism.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Associates or Joint Venture Companies and hence preparation of Consolidated Financial Statements and Statement containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company 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. The Board is responsible for the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Companyâs website.

All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26(3) read with part D of the Schedule V of the SEBI (LODR) Regulations, 2015 signed by Managing Director.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNEXURES FORMING PART OF THIS ANNUAL REPORT
Annexure	Particulars
I Secretarial Audit Report
II	Form No. AOC-2
III	Particulars of Employees
IV	Statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
V	Corporate Social Responsibility activities
VI	CEO/CFO Certifications

CAUTIONARY STATEMENT

Statements in this âDirectorâs Reportâ and âManagement Discussion and Analysis Reportâ describing the Companyâs objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companyâs operations include raw material/ fuel availability and its prices, cyclical demand and pricing in the Companyâs principal

markets, changes in the Government regulations, tax regimes, economic developments, unforeseen situations like pandemic within the country in which your Company conducts business and other ancillary factors.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Companyâs employees, customers, vendors, investors, alliance partners, business associates, bankers for their continuous support given by them to the Company and their confidence reposed on the management. The Directors also thank the Central and the State Governments in India, Governments of the countries where the Company has operations and concerned Government departments and agencies for their continued co-operation. The Directors acknowledge the unstinted commitment and valuable contribution made by all members of the vishal Bearings family.

Mar 31, 2023

The directors are pleased to present the 32^nd Annual Report of Vishal bearings Limited (the âCompanyâ) along with the audited Financial Statements for the financial year ended 31st March 2023 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Companyâs financial results for the Financial Year 2022-2023 is as under:

Financial Particulars	For the year ended March 31
	2023	2022
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations	11551.43	10817.44
Other Incomes	4.40	100.42
Total revenues	11555.83	10917.86
Cost of Material consumed	6732.11	6565.31
Changes in Inventory	(173.94)	107.79
Employee Benefit expense	1359.83	1194.61
Finance Costs	425.30	304.72
Depreciation and amortization expense	469.54	367.43
Other expenses	1654.77	1436.60
Total Expenses	10467.61	9976.47
Profit before tax	1088.22	941.39
Tax expense	286.73	264.98
Profit for the year	801.49	676.41

OPERATIONAL OVERVIEW

The financial statements for the year ended March 31, 2023, have been prepared under Indian Accounting Standards (âInd ASâ) pursuant to notification by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 as amended.

The total revenues for the financial year under review was ? 11555.83 as against ? 10917.86 Lacs for the previous financial year. The Profit was ?801.49 for the financial year under review, as against ?676.41 for the previous financial year.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial Year 2022-2023.

TRANSFER TO RESERVES

In view of the profit incurred, such an amount has been transferred to reserves during the year under review.

DIVIDEND

During the year under review, the Company has not been recommended and declared a dividend by the Board of Directors.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2023, stood at Rs. 10.79 crore. During the year under review, the Company has neither issued shares with differential voting rights, nor granted stock options, nor sweat equity and none of the Directors of the Company hold any convertible instruments.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to dematerialization of shares, the company has entered into an agreement with NSDL & CDSL.

As on March 31,2023, 100% of the share capital of the company is dematerialized.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to familiarize the Independent Directors with the business, the Company makes a presentation covering the nature and scope of business, nature of industry in which Company operates, profitability and future scope. At meetings regular updates are given to the Board by the Companyâs senior management in areas of operations, industry and regulatory trends, competition, and future outlook.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25(8) of the Listing Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience and are independent of the management.

NUMBERS OF DIRECTORS

As per Regulation 17(1)(c) of the Listing Regulations, the Company is required to appoint minimum 6 (six) directors including one woman director on its Board, out of them half of the Board should consist of independent directors.

ANNUAL PERFORMANCE AND BOARD EVALUATION

The Board has devised a policy pursuant to the applicable provisions of the Act and the Listing Regulations for performance evaluation of the Chairman, Board as a whole and individual directors (including independent Directors) and Committees, which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

The Board has devised a questionnaire to evaluate the performance of the Board as a whole, Board Committees and individual directors and Chairperson. The Chairperson of respective Board Committees shared the report om evaluation with the Board. The performance of each Committee was evaluated by the Board, based on a report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual directors were reviewed by the Board.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i) Attendance at Board and Committee meetings

ii) Quality of contribution to the deliberations

iii) Strategic perspectives or inputs regarding future growth of the Company and its performance

iv) Providing perspective and feedback going beyond information provided by the management

In a separate meeting of Independent Directors, taking into account the views of Executive Directors, performance of independent directors, the Board as a whole and chairman of the Company was evaluated.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to provisions of Section 2(51) and Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

1. 2.	Managing Director Whole time director	Mr. Dilipkumar Changela Mr. Hiralal Changela
3.	Whole time director	Mr. Vrajlal Changela
4.	Chief Financial Officer	Mr. Vishal Changela
5.	Chief Executive Officer	Mr. Divyesh Changela
6.	Company Secretary	Mr. Ketankumar Savaliya

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 32^nd Annual General Meeting.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on company/business policies and strategy apart from other Board business. A tentative annual calendar of the Board and Committee meetings is informed to the directors in advance to facilitate them to plan their schedule accordingly and to ensure meaningful participation in the meetings. However, in case of special or urgent business need, the Boardâs approval is taken by

passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors.

Notice of meetings of the Board of Directors and Committees is given will in advance to all the directors of the Company. Usually, meetings of the Board are held in the registered office of the company. The agenda of the Board/Committee meetings is circulated at least 7 days before the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the directors to make informed decisions.

During the financial year under review, the Board of Directors met 5 (Five) times, the details of which are given in the report on Corporate Governance, forming part of this report. The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under section 134(3) read with section 134(5) of the Act state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

(b) they have 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 March 31,2023, and of the profit of the company for that period;

(c) 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;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MEETING OF THE INDEPENDENT DIRECTORS

During the year, one (1) Meetings of Independent Directors were held on March 31, 2023. All Independent Directors have given a declaration that they meet the criteria of Independence and in the opinion of the Board, the Independent Directors fulfill the condition of Independence as laid down under the Act and Listing Regulations.

COMMITTEES OF THE BOARD

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted four committees of the Board, namely:

1) Audit Committee

2) Stakeholdersâ Relationship Committee

3) Nomination and Remuneration Committee; and

4) Corporate Social Responsibility Committee

Details of the said Committees along with their charter, composition and meetings held during the financial year under review are provided in the report on Corporate Governance, forming part of this report.

AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of section 177 of the Act and Regulation 18 of the Listing Regulations. in accordance with the terms of reference and perform roles, as prescribed under the Act and Listing Regulations. The composition of the Audit Committee, its terms of reference, roles and details of Meetings convened and held during the year under review is given in the Corporate Governance Report forming part of this Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted to act in accordance with the terms of reference and perform roles, as prescribed under the Act and Listing Regulations.

The composition of the Nomination and Remuneration Committee, its terms of reference, roles and details of Meetings convened and held during the year under review is given in the Corporate Governance Report forming a part of this Report.

SHAREHOLDER''/INVESTORS RELATIONSHIP COMMITTEE

The Company has in place a Shareholder/Investors Relationship Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The composition of Shareholderâ/Investors Relationship Committee is given in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND INITIATIVES

As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the Financial Year 2022-2023, as required under Rule 8 of the Companies (CSR) Rules, 2014, are annexed as Annexure and forms part of this report.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. SVK & Associates, Chartered Accountants, (Firm Registration No. 118564W) re- appointed as Statutory Auditor of the company to hold office for second term of the five years. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark, or disclaimer.

COST AUDITOR

As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the board of directors of the company re-appointed M/s. M.C. Bambhroliya & Associates (Mem. No. 33005) as Cost Auditors of the Company to conduct audit of cost records pertaining to manufacturing of Roller for the Financial year 2023-2024.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Namrata Seta & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the Financial Year 2022-2023.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Secretarial Auditors in their report for the financial year 2022-2023 and the same is annexed to this report as Annexure and forms part of this report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed M/s. P. Ghanshyam & Co., Chartered Accountants as Internal Auditors for Financial Year 2022-2023. Internal Auditor submits his report to the Audit Committee on a quarterly basis.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosure.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the highest standard in Internal Financial Control.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor nor the Cost Auditor has reported to the Audit Committee of the Board, 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 this Report.

REPORT ON CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we always gain and retain the trust of our stakeholders. Corporate governance is about maximizing shareholder value legally, ethically, and sustainably. At VBL, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate Governance Report is presented in a separate section forming part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology absorption, foreign exchange earnings and outgo are given in Annexure and forms part of this report.

PARTICULARS OF EMPLOYEES

The information, as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure, forming part of this report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. On March 31, 2023, the Board consist of six members, three are whole-time director, three are independent directors out of whom one is an Independent Woman Director.

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on recommendation of the Nomination and Remuneration committee, the Board of Directors has adopted a policy for selection and appointment of directors, senior management, and their remuneration. The Nomination and Remuneration Policy has been placed on the website of the Company.

ANNUAL RETURN

As required under section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on March 31,2023, will be placed on the website of the Company and an Extract Annual Return in Form MGT-9 is attached as Annexure to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

All contracts/arrangement/transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business on armâs length basis and are reported in the Notes to Accounts for the financial year ended on 31^st March 2023.

The details of material related party transactions as referred to in Section 188(1) of the Act in the prescribed Form AOC-2 under the Companies (Accounts) Rules, 2014 are given in Annexure and forms part of this report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the website of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees or investments made by the company as required under section 186 of the Act are given under Notes to Accounts for the financial year ended 31^stMarch 2023 and forms part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted the Vigil Mechanism/Whistle Blower Policy as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instances of fraud and mismanagement. It also provides adequate safeguards against victimization of directors or employees or any other person who avails the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, the Company has not received any complaints under the said mechanism.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Associates or Joint Venture Companies and hence preparation of Consolidated Financial Statements and Statement containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

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

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have a bearing on Companyâs operations in future.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report on the Standalone and Consolidated Financial Statements for the Financial year ended 31st March 2023.

The Report of Secretarial Auditors for the Financial Year ended 31st March 2023 is also unmodified.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Act, 2016 nor any such proceeding was pending at the end of the financial year under review.

MSME

The Ministry of Micro, Small and Medium Enterprises vide their Notification dated 2^ndNovember 2018 has instructed all the Companies registered under the Companies Act, 2013, with a turnover of more than Rupees Five Hundred crore to get themselves on boarded on the Trade Receivables Discounting system platform (TReDS), set up by the

Reserve Bank of India. The Company is not covered under the above Criteria as mentioned in MSME.

VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of loans/financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company 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. The Board is responsible for the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Companyâs website.

All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration pursuant to the Regulation 26 (3) read with part D of the Schedule V of the SEBI LODR, 2015 signed by Managing Director.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors, to the best of its knowledge, affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively relating to Meetings of the Board and its Committees, which have mandatory application during the year under review.

ANNEXURES FORMING PART OF THIS ANNUAL REPORT
Annexure	Particulars
01	Secretarial Audit Report
02	Conservation of energy, technology absorption, foreign exchange Earnings and outgo
03	Statement of Disclosure of Remuneration
04	Particulars of contracts/arrangements made with related parties
05	Annual report on CSR activities
06	MGT-9 Annual Return

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

We thank our clients, vendors, investors, bankers, employee volunteers for their continued support during the year. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support and all stakeholders for their exemplary and valued contribution and look forward to their continued assistance in future.

Mar 31, 2018

The Shareholders

The Directors feel great pleasure in presenting 27^th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS:

Financial Particulars	For the year ended March 31
	2018	2017
Revenue from operations	55,44,10,928	33,06,13,343
Other Incomes	1,05,66,111	57,54,365
Total revenues	56,49,77,039	33,63,67,708
Cost of Material consumed	33,30,18,460	181,093,365
Changes in Inventory	83,96,798	4,127,661
Employee Benefit expense	6,23,75,314	5,60,54,735
Finance Costs	2,53,49,247	1,72,61,985
Depreciation and amortization expense	2,77,10,247	2,54,75,145
Other expenses	6,30,56,174	4,00,08,940
Total Expenses	51,99,06,240	32,40,21,831
Profit before tax	4,50,70,799	1,23,45,877
Tax expense	(1,08,27,384)	(42,25,929)
Profit for the year	3,42,43,415	81,19,948

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a turnover of Rs. 56.49 Crore (previous year Rs. 33.63 Crore) and Net Profit after Tax of Rs. 3.42 Crore (previous year Rs. 81.19 Lacs).

Over the past five years, India has emerged as one of the most preferred locations in the world for manufacturing high quality auto components and vehicles of all kinds. The Industry must be equally relentless in its pursuit of economies of scale and in scope of design and engineering of automobiles and components, while also pursuing low cost manufacturing destinations. The Government promises to help the Indian Automotive industry to focus on its strengths and improve its competitiveness in select segments and achieve the target of 12% contribution to National GDP and make India first in the world in production /sale of small cars, 2 & 3 wheelers, tractors and buses and 3rd in passenger vehicles and heavy trucks.

your Company is positive about its short term and medium-term business outlook. We will continue to pursue growth strategy in customised as well as high volume product business. Leveraging our customer and application expertise, we will provide added value to our customers. At the same time, we will accelerate implementation of our operational excellence strategy to systematically build on long term competitive advantage in the business.

DIVIDEND:

During the year under review, the Company as on November 25, 2017, declared interim dividend of 5% per equity share (i.e. 50 Paisa per share) amounting to 29,97,500/- payable to the members as per the Register of Members as on book closure dates. The Company will pay the Tax on dividend as per the provisions of the Income Tax Act, 1961.

The Directors have not recommended any final dividend and decided that the interim dividend be treated as final.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

The Company continued to operate in the business of manufacturing of âAuto Componentsâ and there was no change in business activities. No material changes and commitment affecting the financial position of the Company occurred between end of the financial year and the date of this report.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Pursuant to dematerialization of shares, the company has entered into an agreement with NSDL & CDSL.

As on March 31, 2018, 100% of the share capital of the company is dematerialized.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

1. Managing Director Mr. Dilipkumar Changela

2. Whole time director Mr. Hiralal Changela_

3. Whole time director Mr. Vrajlal Changela_

4. Chief Financial Officer Mr. Vishal Changela_

5. Company Secretary Ms. Dimpi Sampat_

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 27^th Annual General Meeting.

FORMAL ANNUAL EVALUATION:

Your Company believes that systematic evaluation contributes significantly to improved performance at three levels; organisational, Board and Individual Board Member. It encourages the leadership, teamwork, accountability, decision-making, communication and efficiency of the Board. Evaluation also ensures teamwork by creating better understating of Board dynamics, board-management relations and thinking as a group within the board.

The process includes; multi-layered evaluation based on well-defined criteria consisting of relevant parameters.

For the year 2018, the Board has carried out an annual performance evaluation of its own and that of its Committees and individual Directors.

Performance evaluation criteria for the Board, its Committees, the Directors and the Chairman of the Company were circulated to and filled up by the Directors. A consolidated summary of the ratings given by the Directors was prepared by the Company Secretary. Independent Directors in their meeting have evaluated performance of the âBoardâ, the âNon-independent

Directorsâ and the âChairmanâ of the Company and submitted its recommendation to the âBoardâ.

The Nomination and Remuneration Committee has further carried out evaluation of all the Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

MEETINGS OF THE BOARD:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, six meetings of Board were convened and held, the details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of the SEBI Regulations.

DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(3) of the Companies Act, 2013, the Board of Directors state that:

A. In the preparation of the annual accounts, the applicable accounting standard have been followed along with proper explanation relating to material departures; if any

B. They have selected such accounting policies and applied them consistently and made judgements 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 31^st March, 2018 and of the profit of the Company for that period;

C. They have 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. They have prepared the annual accounts on a going concern basis;

E. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and;

F. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and confirmed that the fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

The independent directors have also met separately on March 24, 2018.

UNPAID DIVIDEND STATUS

Your Company was not any unpaid dividend and the Interim Dividend paid to the shareholderâs Bank Account.

ENHANCING SHAREHOLDERSâ VALUE

Your Company believes in the importance of its Members who are among its most important stakeholders. Accordingly, your Companyâs operations are committed to the goal of achieving high levels of performance and cost effectiveness, growth building, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its stakeholders by ensuring that its corporate actions have positive impact on the socio-economic and environmental growth and development.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as âAnnexure-IMâ.

AUDIT COMMITTEE

The Company constituted audit Committee as required under Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. Composition of Audit Committee is given in Corporate Governance Report. There is no such instance during the year under review where the Board had not accepted any recommendation of Audit of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company constituted Nomination and Remuneration Committee as required under Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. Composition of Nomination and Remuneration Committee is given in Corporate Governance Report.

SHAREHOLDER/INVESTORS RELATIONSHIP COMMITTEE

The Company constituted Shareholderâ/Investors Relationship Committee as required under Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. Composition of Shareholderâ/Investors Relationship Committee is given in Corporate Governance Report.

RELATED PARTY TRANSACTIONS (RPT)

All RPT that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant RPT 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.

All RPT are placed before the audit committee as also the board for approval. Prior approval of the audit committee is obtained on a quarterly basis for transactions which are foreseen and repetitive in nature.

The policy on RPTs as approved by the board is uploaded on the Companyâs website. Form for disclosure of particulars of contracts has been enclosed as âAnnexure IIâ.

STATUTORY AUDITORS:

M/s. SVK & Associates, Chartered Accountant, Rajkot (Firm Registration No. 118564W) be and hereby are appointed as Statutory Auditors of the Company to hold office upto the conclusion of 27th Annual General Meeting until the conclusion of next Annual General Meeting. The said appointment is required to be rectified by the members at the ensuring 27th annual General Meeting.

The Statutory Auditors have confirmed their eligibility pursuant to Section 139 of the Companies Act, 2013.

The statutory Audit Report does not contain any qualification, adverse remark or disclaimer made by the Statutory Auditor.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the service of M/s. K. P. Ghelani & Associates, to conduct the Secretarial Audit of the Company for the financial year ended 31^st March 2018. The Secretarial Audit Report is attached as âAnnexure-Vâ and forms part of this Report.

There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.

COST AUDIT:

Pursuant to the Rules issued by MCA under Companies (Cost records and Audit) Amendment Rules 2014, your company has not applied to cost audit during the financial year FY 2017-18.

INTERNAL AUDIT:

A Internal Audit was conducted during the year by the Internal Auditor Mr. Mayur Raiyani, Chartered Accountants, appointed as Internal Auditor for the year 2017-18.

PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits within of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2018 there are no fixed deposits with the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans have been disclosed in notes to the Financial Statements by the Company under the provisions of Section 186 of the Companies Act, 2013.

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 Companyâs shares and prohibits the purchase or sale of company 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. The Board is responsible for implementation of the code. All board of directors and the designated employees have confirmed compliance with the code.

INTERNAL CONTROL SYSTEM

There are adequate internal financial controls in place with reference to the financial statements. The Report of the internal Auditors are placed before the Audit Committee, and recommendations have been included to further improve efficiencies. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. This formalized system of internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 and the Listing Regulations.

Your Companyâs Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as âAnnexure IVâ.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

The Company is not covered under the Criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of constituting the Corporate Social Responsibility Committee.

VIGIL MECHANISM:

The Company has formulated and implemented the whistle Blower Policy/vigil mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct. The Whistle Blower Policy is available on the Company website. All complaints received are reviewed and investigated by management and wherever required suitable corrective actions are taken.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, Associates or Joint Venture Companies and hence preparation of Consolidated Financial Statements and Statement containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed to establish and maintain safe working environment that promotes good health and high performance of the employees, and simultaneously takes measures to protect the environment. We also ensure that safety behavior is well demonstrated by our employees while working in factory by using personal protective equipment as required.

There have been numerous initiatives by VBL towards safety and environment awareness among employees:

1. Awareness on environment preservation and protection through regular monitoring of environment parameters.

2. âSafety first and always firstâ is the highest priority of the Company. The Safety policy inter alia ensures safety of public, employees, plant, equipment and business associates, ensuring compliance with all statutory rules and regulations as an on-going process.

Special initiatives have been taken up such as mock drills, up-gradation of Fire protection systems, safety training to employees, reporting of near-miss incidents and first aid awareness. We strive to achieve âZero-Accident Toleranceâ.

3. Strict policy for non-consumption of tobacco and intoxicating materials to protect the mental and physical health of employees.

4. Significant reductions have been achieved across all locations in minimizing the requirement of electricity.

5. Water conservation through re-use of waste water and rain water harvesting at plants.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companyâs operations in future.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received by the Committee during the year.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in âAnnexure-Iâ to this Report

CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a Corporate Governance are made part of the Annual Report. Details of Board meetings held during the year under review and the composition of the various committees are included therein.

The Code of Conduct for directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the directors, Company Secretary of the Company. All independent directors have also submitted the declaration of independence confirming that they meet the criteria of independence as provided under section 149 of the Companies Act, 2013.

The relevant certification on the various matters specified under Regulation 17 (8) of SEBI (LODR) Regulations, 2015 has been done by a Director of the Company and a chief financial officer.

MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed review of operations, performance and future outlook of the Company is covered under a separate Annexure to this report as Management Discussion & Analysis and Business Responsibility Report.

ACKNOWLEDGEMENT:

The Board wishes to acknowledge and thank all stakeholders for their whole-hearted support and contribution by the Companyâs bankers, customers, suppliers and all employees of the Company. Your Directors also acknowledge the valuable support and active involvement and encouragement by all members of the management team of Vishal Bearings Ltd., towards the improved efficiencies of the Company.

For and on behalf of the Board of Directors

Sd/-

Dilipkumar Changela

Managing Director

DIN: 00247302

Date: 27.08.2018

Place: Shapar, Rajkot

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