Your Directors have pleasure in presenting the 41^st Director’s Report of the Company together with the Audited Statements of Accounts for the Financial Year ended March 31,2023.

1 FINANCIAL RFSIIITS- (R_s I _akh_s)

2. Industry Overview:

The vibrant steel policy announced by Government of India in which the need for growth of the domestic steel industry to strengthen the Make-in-India concept was recognized. The domestic steel production is now improving and consequently the demand for Ferro Alloy Products has improved.

It is expected that at the current rate of GDP growth, the steel demand will grow threefold in next 10 years to reach a demand of 230 Million MT by 2030-31. It is anticipated that a crude steel capacity of 300 Million MT will be required by 2030-31, based on the demand projections as mentioned above. The expected demand for Ferro Alloys is 4 Million Tons per annum in 2030-31 based on the demand for steel.

Performance of your Company:

During the financial year under review, the total revenue for the Company was Rs. 18251.32 Lakhs against Rs. 9712.35 Lakhs in the previous year. The Company earned a net Profit of Rs. 66.28 Lakhs compared to a net profit of Rs. 19.02 Lakhs incurred in the previous year.

Prospects:

The medium to long-term economic outlook in India continues to look promising and it is important to note that the Government’s initiative to continue to liberalize the economy and focus on social sector spending in building both hard and soft infrastructure. Steel is the most crucial ingredient in industrial

development, infrastructure and construction industry and is, therefore, of strategic importance for national transformation. India’s steel consumption is expected to grow by 7.5% during the current fiscal year to March 2024, boosted by rising demand from the domestic construction, railways and capital goods sectors. The progress in domestic steel industry is a pre-requisite for India to succeed in its industrial vision for ‘Make-in India’. This present’s good potential growth of Ferro Alloys industry in the Country as it solely depends on steel industry hence Ferro Alloy Industry can run its industry profitably subject to other market driven factors.

Outlook of your Company:

Keeping in view of the increasing trend in metal prices and encouragement given by the Government of India for increasing domestic steel consumption, we hope that your company will perform better than previous years.

After exploring various alternatives to improve the profitability of the Company, your Directors is of view that manufacture of Chemicals in particular Sodium Dichromate is one of the areas which gives reasonable return on investments and got the permission from the members to change the business objects through Postal Ballot. Your Company is in the process of analyzing various alternatives to move forward in this regard.

3. EARNINGS PER SHARE (EPS):

The Basic EPS of our Company stood at R s . 1.66 at standalone level for the year ended 31 March,2023.

4. Dividend & Reserves:

As the Company earned a meager Profit during the year under review, the Directors could not recommend dividend for the Financial Year 2022-23.

5. Transfer to Reserves:

The Company has not transferred any amount to reserves during the year under review.

6. Liquidity:

The Company continues to be debt-free and maintains sufficient cash reserves to meet its operations and strategic objectives. As at 31 March 2023, Your Company had liquid assets of 29.56 Lakhs as at 31^st March 2023 as against 201.64 Lkahs at the previous year. These funds have kept in current Accounts with Scheduled Banks.

7. Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal and interest was outstanding as on 31st March, 2023.

8. Share Capital:

The Paid-up Share Capital as on 31 st March, 2023 was Rs.16.39 Cr. During the year under review, the Company did not issue any Shares.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

Information pursuant to sub-section (3) of section 129 of the Act, i.e., the statement containing the salient features of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable during the year, as there are no Subsidiary/ Joint Venture Companies.

However, your Company has promoted the following two power companies by way of Equity Investments:

Investment in KGPL 445 MW Gas Based Power Plant:

Konaseema Gas Power Limited (KGPL) (Associate Company), in which your Company has invested in equity, could not operate its plant during the financial year under review as there is no domestic natural gas supply. KGPL suspended its manufacturing operations due to non-availability of Gas (i.e., raw material) and as a result, the KGPL could not service its debts to the Financial Institutions/Banks. IDBI Bank, one of the Term Loan Lenders of KGPL, filed a petition U/s 7 of the Insolvency and Bankruptcy Code (IBC), 2016 against KGPL before Hon’ble National Company Law Tribunal (NCLT), Hyderabad. Hon’ble NCLT admitted said petition and appointed Interim Resolution Professional to initiate Corporate Insolvency Resolution Process(CIRP) against KGPL vide its Order dated 18.12.2018. However, the Hon’ble NCLT passed orders for liquidation of the Company due to the non-approval of the Resolution Plan by Committee of Creditors. The Liquidation of KGPL is under process.

Investment in OPCL 20 MW Dam Based Hydel Power Plant:

20 MW Dam Based Hydro Electric Power Project by Orissa Power Consortium Limited (OPCL), in which your Company has invested in equity has generated 97.51 MU million units during the financial year 2022- 23. OPCL established 3.42 MWp Solar Power Project generated 4.01 MU during the financial year under review. Your Company is holding Equity Share Capital of about 7.49% in OPCL.

10. Corporate Social Responsibility Policy:

Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable under review and hence the Company has not adopted any Corporate Social Responsibility Policy.

11. Board of Directors and Key Managerial Personnel:

a) Re-appointment of Directors: Board recommended the re-appointment of Shri Siddartha Mathukumilli, Director, who is liable to retire by rotation, offer himself for re-appointment.

b) Appointment/Change in designation of Directors:

(i) On the recommendations of the Nomination and Remuneration Committee, Board initially appointed Shri P.V. Rao, as Additional Director in Professional Category effective from 30.05.2023. Board recommend to the Shareholders to appoint him as a Non-Independent NonExecutive Director and Shareholders appointed him by way of Postal Ballot on 21.07.2023.

(ii) Board recommended to Shareholders to re-appoint Shri Induri Narasingh Rao, who is appointed as Non- Executive Independent Director effective from 12.03.2019, for second term as an Independent Director. Board also recommended to Shareholders to accord their periomission to continue Shri Induri Narasingh Rao as an Independent Director after attaining

the age of 75 years (i.e., from 10.01.2024).

The Board believes that Shri Induri Narasingh Rao and Shri M. Siddartha, have appropriate skills, professional expertise, experience, knowledge, and experience. Therefore, their services will be beneficial to the Company and recommended to the Shareholder for their re-appointment. The resolutions seeking the approval of the members for the above said appointments have been incorporated in the Notice of the AGM.

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment have annexed to the explanatory statement to the Notice of Annual General Meeting.

12. Policy on Directors Appointment and Remuneration and Other Details:

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the report on Corporate Governance, which forms part of the directors’ report. The web-link for the same has been disclosed separately at the end of this report.

The Board, on recommendation of Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy is also available on the website of the Company i.e., www.vbcfal.in

13. BOARD OF DIRECTORS & KMP:

• Board of Directors:

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or under the SEBI Listing Regulations.

• Board Diversity:

The Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

• Independent Directors:

As a policy, the Company believes that independent directors comprise at least 50% of the board strength. Mr. Hirak Kumar Basu has been nominated as Lead Independent Director. He acts as a liaison between the non-executive directors and the management and performs such other duties as the Board/ Independent Directors may decide from time to time.

• Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

• Certificate from company secretary in practice:

The Certificate on Non- Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI Listing Regulations has been obtained.

• Registration of Independent Directors in Independent Directors Databank:

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

• Changes in the composition of Board of Directors:

Your Company has reorganized Executive Leadership to Accelerate Technology Led Growth and made certain changes to the Board composition as follows:

• Appointments/Re-appointments and Change in Designation (Including those made after the end of financial year and the date of this report):

• As per provisions of 17( 1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Accordingly, the Special Resolution has been placed in the Notice of 41st AGM for continuation of Mr. Induri Narasingh Rao (DIN: 01852112 ) even after attaining the age of 75 years.

• It is proposed to reappoint Mr. Induri Narasingh Rao (DIN: 01852112 ), who is the Non- Executive Independent Director appointed effective from 12.03.2019 for a period of five years, for further period of five years effective from 12.03.2024. Accordingly, the Special Resolution has been placed in the Notice of 41st AGM for his re-appointment.

• Re-Appointments (Director liable to retire by rotation):

A) Shri M Siddartha (DIN No. 07630456, a director retire by rotation and being eligible, offer themselves for re-appointment in the ensuing AGM

B) Re-appointment of Independent Director:

Mr. Induri Narasingh Rao (DIN: 01852112 ), is proposed to be appointed for a second term of 5 years in the ensuing AGM. The details of the same form part of the notice convening the AGM. Pursuant to the provisions of regulation 36 of the SEBI Listing Regulations and Ss 2 on General Meetings issued by ICSI, brief particulars of the director proposed to be reappointed are providedas an annexure to the notice convening the AGM.

• KMP as at the end of the financial year:

• Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as at 31 March 2023_:

• Changes in composition of KMP:

There was no change in the composition of the KMP for the FY 2023 except Ms. Sonali Solenki, Company Secretary has resigned effective from 17.09.2022 and appointed Ms. Shivangi Tibrewala as Company Secretary effective from 14.11.2022.

• Changes in composition of KMP after the end of financial year and the date of this report: There was no change in the composition of the KMP.

The details about the composition of board, KMP and the committees of the board can be found at the Report of Corporate Governance, which forms part of this report.

14. Number of Meetings of Board:

During the year, Six meetings of the Board of Directors were held, the details of which forms part of the report on Corporate Governance.

15. Annual Evaluation of the Board, Committees and Individual Directors:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations. The performance of the Board was evaluated by the board after seeking inputs from all the Directors based on the criteria such as the Board composition and structure, effectiveness of the board processes, information and functioning etc. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

16. Disclosure of Composition of Audit Committee:

The details of composition of Audit Committee is disclosed in the report on Corporate Governance

17. Policy on Directors’ Appointment and Remuneration and other details:

The Company’s policy Directors’ appointment and remuneration and other matters provided in

Section 178(3) of the Act have been disclosed in the report on Corporate Governance Reports, which forms part of Directors’ Report.

NOMINATION & REMUNERATION COMMITTEE Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

• To consider the financial position of the Company, trend in the industry, appointee’s qualification, experience, past performance, past remuneration etc.

• To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

Composition of the Committee as on 31st March, 2023:

Policy for Selection of Directors and Determining Directors’ Independence

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

“Director” means a Director appointed to the Board of a Company.

“Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

“Independent Director” means a Director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

The Nomination and Remuneration (NR) Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

In evaluating the suitability of individual Board member, the NR Committee may take into account factors, such as:

• General understanding of the company’s business dynamics, global business and social

perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities

effectively.

The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee

Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior

Management personnel;

• shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.

Criteria of independence

The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The Independent Director shall abide by the “Code for Independent Directors “as specified in Schedule IV to the companies Act, 2013.

Other Directorships/ Committee Memberships

The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall consider the nature of, and the time involved in a Director service on

other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

“Director” means a Director appointed to the Board of the company. “key managerial personnel” means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

“Nomination and Remuneration Committee” means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

Remuneration to Executive Director and Key Managerial Personnel

The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limits approved by the shareholders.

The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

Remuneration to Non - Executive Directors

The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

Remuneration to other employees

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

VI. Stakeholders Relationship committee

The Composition of Stakeholders Relationship Committee and details of its meetings ect have been disclosed in the report on Corporate Governance Reports, which forms part of Directors’ Report.

A.) Composition:

Thp notflik rtf rnmnncition nf thp P.nmmittpp pm ni\/pn holnw

B) Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of shares, Dematerialization

of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

• To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share T ransfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called vbcfalhyd@gmail.com for complaints/ grievances.

VII. Risk Management Committee A.) Composition:

The Details of composition of the Committee are given below:

B) Risk Management Policy:

The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

18. Unpaid / Unclaimed Dividend:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Company has transferred the unclaimed dividends to the IEPF.

19. Details of Adequacy of Internal Financial Controls:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

The Board has appointed M/s G.P. Rao & Associates, Chartered Accountant, Hyderabad as Internal Auditors for the year 2023-23. Deviations are reviewed periodically and due compliances are ensured. Summary of significant Audit observations along with recommendations and its implementations are reviewed by the Audit committee and concerns, if any, are reported to Board.

20. Auditors:

• In terms of the provisions of the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 deletes provision of annual ratification of the appointment

of auditor. Now during a single term of 5 years, there shall be no requirement for ratification of the appointment of auditor. A company sending notices for Annual General Meeting on or after 7th May 2018 is not required to include ratification of the auditor as its agenda item. The Auditors, M/s Pavuluri & Associates, Chartered Accountants were appointed as Statutory Auditors to hold office till the conclusion of AGM to be held in the year 2026, since there is no requirement of annual ratification of appointment of Statutory Auditors, the Board has not recommended for ratification of Statutory Auditors in the Notice of 41^st AGM.

• Secretarial Auditors:

The Board appointed Mr. Jameel Babu, K (CP No.21932) as the Secretarial Auditors for the Financial Year ended 31^st March 2023.

• Cost Auditors

Members have ratified the appointment of Shri AVNS Nageshwara Rao ( M.No. M/8029) as Cost Auditors of the Financial Year 2022-23.

• Internal Auditors:

M/s G.P. Rao & Associates, Chartered Accountants are the internal auditors of the Company for the Financial Year ended 31^st March 2023.

21. Auditors’ Report:

a) Independent Auditors Report:

The report of the Independent Auditors for the Financial Year 2022-23 is enclosed with the Financial Statements in this Annual Report. The following is the reply of the Board on the qualifications made by the Auditors in their Report:

b) Cost Audit Report:

M/s Nageswara Rao & Co as the Cost Auditors of the Company for the Financial Year 2022-23. The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s Nageswara Rao & Co as the Cost Auditors of the Company for the financial year ending March 31,2024.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of Rs. 0.35 lakh plus applicable taxes payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. Accordingly, a resolution to this effect forms part of the Notice convening the AGM.

c) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed Jameel Babu K, Practicing Company Secretary to conduct the Secretarial Audit and give a Secretarial Audit Report for the Financial Year 2022-23 to be annexed to the Report of Board of Directors.

The Board has gone through the report of the secretarial auditor and decided to address all the issues in an appropriate manner and while specifically authorizing the Whole-Time Director to take all such steps as may be required in this regard in order to ensure proper compliance of all the applicable/provisions and laws.

d) Instances of fraud reported by the Auditors:

During the FY 2023, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Act to the Central Government or the Audit Committee under section 143(12) of the Companies Act.

e) Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2023 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Jameel Babu K, practicing company secretary (CP No. 21932) has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

22. Vigil Policy

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Company empowered the victimized Employees or Director to approach directly the Chairman of the Audit Committee for a solution to the issue so that the victimized Employee/Director is rescued. The said policy is available on the website of the Company www.vbcfal.in.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

• Conservation of Energy

The information in accordance with the provision of Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 2014, regarding conservation of Energy a separate Annexure has been provided in this annual report.

• Technology Absorption

No expenditure is incurred by the Company attributable to Technology absorption during the year under review.

(c) Foreign exchange earnings and outgo.

During the year, there are no foreign exchange inflows/earnings or outflows/investments.

(d) Expenditure on Research and Development

No expenditure is incurred by the Company attributable to Expenditure on Research and Development during the year under review.

24. Management Discussion & Analysis

Pursuant to SEBI (LODR), Regulations, 2015, a Report on Management Discussion & Analysis is provided in this Annual Report as Annexure -III.

25. Particulars of Loans, Guarantees or Investments under Section 186:

The particulars of loans given, guarantees given, securities provided and investments made along with the purpose for which the loan, guarantee, or security is proposed to be utilitsed by the recipient are have been disclosed in the Financial Statements.

26. Particulars of Contracts or Arrangements with Related Parties:

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI Listing Regulations, 2015 during the financial year were in the ordinary course of business and on an arms’ length pricing basis. There were no materially significant transactions with related parties during the financial year, which were in conflict with the interest of the Company.

A statement, in summary form, of all the transactions entered into with the related parties in the ordinary course of business, details of individual transactions with related parties are placed before the audit committee for the review from time to time.

Your Company has formulated a policy on related party transactions which has been placed on the website of the company i.e. www.vbcfal.in. There are no related party transactions except mentioned in the Financial Statements.

Suitable disclosure as required by the Indian Accounting Standards (Ind AS-24) has been made in the notes to the financial statements. Accordingly, the details of Related Party Transactions are annexed in Form AOC-2 is not applicable.

27. Annual Return

As required by Section 92(3) of the Act read with Section 134(3)(a) of the Act the Annual Return in Form MGT-7 is placed at the company website www.vbcfal.in.

28. Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year;

Our Non-executive Directors draw remuneration only by way of sitting fee. The details of the same are provided in the Corporate Governance Report which forms Annexure to this report. Hence, the ratio of remuneration of each Non-executive Director to the median remuneration could not be given.

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

(iii) the percentage increase in the median remuneration of employees in the financial year: Nil

(iv) the number of permanent employees on the rolls of company: 20.

(v) the explanation on the relationship between average increase in remuneration and company performance;

There is no increase of the salary of the employees during the year under review.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

The Remuneration to Key Managerial Personnel is below the norms being practiced in Comparable Industries for such experienced persons.

(vii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There is no increase of salaries to the employees.

(viii) the key parameters for any variable component of remuneration availed by the Directors: There is no variable component of remuneration availed by Directors

(ix) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not Applicable as Company paid only sitting fees to Non-executive Directors.

(x) Affirmation that the remuneration is as per the remuneration policy of the company. The Company affirms remuneration is as per the remuneration policy of the Company. None of the employees are drawing Rs. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of the Companies Act,

2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. Prevention of Sexual Harassment of Women at Workplace:

In order to prevent sexual harassment of women at workplace as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year under review, the company has not received any complaints.

30. Risk Management Policy

The Company has an adequate risk management policy in place. The risk management process is reliable and broad based, ensuring that the Company is well guarded against foreseeable risks and aptly prepared for future contingencies. Risk management encompasses risk identification, evaluation, reporting and resolution to ensure the smooth functioning of operations and business sustainability. Risk Management has become an integral part of business decision making.

31. Loans and Advances in the nature of Loans to Firms/Companies in which Directors are interested:

The information as required to be provided under Schedule V Para C clause 10(n) of the SEBI (LODR) Regulations forms part of the report on Corporate Governance Enclosed to the Annual Report.

32. Corporate Governance and Shareholders Information:

A separate section on Corporate Governance for fiscal 2022 forms part of this Annual Report as Annexure-IV. Pursuant to Reg. 27 of SEBI (LODR), Regulations, 2015 Report on Corporate Governance together with the Certificate issued by Practicing Company Secretary regarding compliance of the conditions of Corporate Governance forms part of this Report.

33. Material Orders, if any, Passed by the Regulators, Courts Etc.:

There are no orders passed by Regulators/Courts/Tribunals which have impact on the going concern status and Company’s operations in future.

34. Material Changes and Commitments:

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of this report which affecting Financial position of the Company as on 31.03.2023.

35. Maintenance of Cost Records

The Company has properly maintained cost records and accounts during the financial year ended 31.03.2023.

36. Application under Insolvency and Bankruptcy Code, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2023.

37. Valuations:

Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation Done While Taking Loan from the Banks or Financial Institutions along with the Reasons thereof:

The Company has not made any such valuation during the FY 2023.

38. VARIOUS POLICIES AT WEBSITE:

All the required policies of the Company has been placed on website of the Company(www.vbcfal.in).

39. Declaration by Independent Director(s):

All Independent Directors of the Company have given declarations as required under the provisions of Section 149(7) of the Companies Act, 2013 and Regulations 16(1 )(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating that they meet the eligibility criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

In the opinion of the Board all, our Independent Directors possess requisite qualifications experience expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014.

40. Separate Meeting of Independent Directors

During the year under review, the Independent Directors held their separate meeting on February 14^th, 2023 inter alia, to discuss:

- Review the performance of the Non-Independent Directors.

- Review the performance of the committees and Board as a whole.

- Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors.

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

41. Presentation of Financial Statements:

The Financial Statements for the year ended 31^st March,2023 are prepared in due compliance of the Indian Accounting Standards.

42. Internal Audit & Controls:

The Company appointed M/s G.P. Rao & Associates., Chartered Accountants, Hyderabad, as its Internal Auditors. Their scope of work includes review of Records, Ledgers, voucher checking and the internal controls applied and practiced by the Company to ensure the Assets are safeguarded and payments are made only for the benefits received and also review of operational expenditure, effectiveness of internal control procedures and systems, and assessing the internal control strengths in all areas.

The internal control procedures and systems are adequate commensurate with the nature and size of the operations of the Company. Internal Auditors findings are discussed, and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

43. Cash Flow Statement:

A Cash Flow Statement for the year 2022-23 is annexed to the Statement of Accounts.

44. Familiarization Programmes:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company’s website www. vbcfal.in

45. Secretarial Standards

The Company is in compliance with the applicable secretarial standards.

46. Human Resources:

The company has maintained cordial relations with the employees Your Directors and Management express their appreciation for the commitment and devotion shown by the employees.

47. Declaration by the CEO:

Pursuant to the provisions of Regulation 17 of the SEBI Listing Regulations, a declaration by the CEO of the company declaring that all the members of the board and the senior management personnel of the company have affirmed compliance with the Code of Conduct of the company is enclosed to this report. Kindly refer to Annexure K.

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI Listing Regulations is enclosed to this report. Kindly refer to Annexure L.

48. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, the best of their knowledge and ability confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2023 and of the profit and loss of the company for the year ended on that date;

(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) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; 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.

49. Acknowledgements

Your Directors thank the Government of India and Government of Telangana for their support. They also place on record their appreciation for the help and encouragement received from Bank of India, and other Financial Institutions.

Your Directors sincerely thank Customers, Vendors and Members for their sustained support and co- operation.

For and on behalf of the Board Sd/-

Place: Hyderabad I. Narshingh Rao

Date: 14-08-2023 Chairman

DIN :01852112