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  • Company Info.

    Vamshi Rubber Ltd.

    Management Team



    Market Cap.(`) 18.98 Cr. P/BV 1.39 Book Value (`) 32.54
    52 Week High/Low ( ` ) 76/33 FV/ML 10/1 P/E(X) 31.09
    Book Closure 29/09/2016 EPS (`) 1.45 Div Yield (%) 0.00
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. Mereddy Ramesh ReddyChairman,WTD & CFO
    2 Mr. Surendra Reddy RachervuManaging Director & CEO
    3 Mr. Varun Kumar PashamWhole Time Director
    4 Mr. Subba Rao MogiliInd. Non-Executive Director
    5 Mr. Neerudu Sandeep Kumar ReddyInd. Non-Executive Director
    6 Mrs. Akhila Pushpa SundariInd. Non-Executive Director

    Key Executives
    Sr.No.NameDesignation
    1 Mr. Akash BhagadiaCo. Secretary & Compl. Officer
  • Vamshi Rubber Ltd.

    Directors Report



    Market Cap.(`) 18.98 Cr. P/BV 1.39 Book Value (`) 32.54
    52 Week High/Low ( ` ) 76/33 FV/ML 10/1 P/E(X) 31.09
    Book Closure 29/09/2016 EPS (`) 1.45 Div Yield (%) 0.00
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

    Your directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company
    together with the Audited Statement of Accounts for the Financial Year ended March 31st, 2024.

    1. Financial summary or hiqhliqhts/Performance of the Company

    The financial statements of the company are as follows:

    (Amount in Lakhsl

    Particulars

    Current Year
    31st March, 2024

    Previous Year
    31** March, 2023

    Revenue from Operations

    7,742.08

    7,993.95

    Other Income

    39.37

    37.21

    Total Revenue

    7781.45

    8,031.16

    Expenses

    7,604.08

    7,930.26

    Depreciation

    94.99

    99.58

    Total Expenses

    7,699.07

    8,029.85

    Profit / (loss) Before exceptional and extraordinary
    items

    82.38

    1.31

    Less: exceptional and extraordinary items

    0.05

    (29.82)

    Profit/ (Loss) Before Taxation

    82.32

    31.13

    Less: -CurrentTax

    16.56

    6.92

    - Income Tax (Earlier years)

    2.95

    3.63

    - Deferred Tax

    1.73

    11.30

    Profit/(loss) After Tax

    61.08

    9.27

    2. Brief description of the Company’s working during the year/State of Company’s affair

    During the year under review, the gross revenue of the Company has been decreased to Rs. 7,742.08 Lakhs
    compared to Rs. 7,993.95 Lakhs in the previous year. The expenses of the Company have also been decreased to
    Rs. 7,604.08 Lakhs compared to Rs. 7,930.26 Lakhs in the previous year. However, company earned a profit after
    tax of Rs. 61.08 Lakhs for the Current year due to increase in sales as against the profit of Rs. 9.27 lakhs in the
    previous year.

    3. Change in the nature of business, if any

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

    4. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have
    occurred between the end of the financial year of the company to which the financial statements relate and
    the date of the report

    There are no material changes and commitments after the closure of the financial year, which will affect the
    financial position of the Company.

    There are no material changes and commitments affecting the financial position of the company which occurred
    between the end of the financial year to which the financial statements relate and the date of the report

    5. Future Outlook

    As the retreading business is still not accelerating, the business growth could be restricted to 5 to 10%.

    6. Dividend

    The Board of Directors has not proposed any dividend for the Financial Year ended 31st March, 2024.

    7. Reserves

    There were no transfers to Reserves during the financial year 2023-24.

    8. Share Capital

    During the year under review, there has been no change in the Share Capital of the Company.

    The Authorized Share Capital of the company is Rs. 4,50,00,000/- divided into 45,00,000 equity shares of Rs.

    10/- (Rupees Ten) each.

    " he Issued. Subscribed and Said up Capital of the Company as on 31 ' March.2024 : - -MM::. M 1 - r . rn r
    into 42,06,800 equity shares of Rs. 10/- (Rupees Ten) each.

    The Company has not issued any shares with differential rights and hence no information as per provisions of
    Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture)
    Rules, 2014 is furnished.

    9. Directors and Key Managerial Personnel

    The Board of directors of your company is duly constituted with three executive directors and three non-executive
    independent directors.

    Further, approval of the shareholders is being sought for re-appointment of Mr. Surendra Reddy Rachervu (DIN:
    00294240), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, and offers
    himself for reappointment in accordance with the Companies Act, 2013 read with Articles of Association of the
    Company.

    CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURING THE YEAR

    • The Board of Directors of the Company has Appointed Mr. Subba Rao Mogili (DIN: 10140999) as Non¬
    Executive Independent Director of the Company with effect from 05th July, 2023.

    • The Board of Directors of the Company has accepted the Resignation of Mr. Venkat Reddy Arolla (DIN:
    02505431) Non-Executive Independent Director of the Company with effect from 05th April, 2023.

    PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 30TH ANNUAL GENERAL MEETING

    • To appoint a director in place of Mr. Surendra Reddy Rachervu (DIN: 00294240) who retires by Rotation at
    this Annual General Meeting, and being eligible, offers himself for reappointment.

    10. Meetings

    A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board
    Meetings were convened and held on 29.05.2023, 05.07.2023, 29.07.2023, 11.08.2023, 10.11.2023 and
    12.02.2024. The intervening gap between the Meetings was within the period of 120 days as prescribed under the
    Companies Act, 2013.

    Name of Director

    Number of Meetings attended

    Mr. Mereddy Ramesh Reddy

    6/6

    Mr. Surendra Reddy Rachervu

    6/6

    Mr. Varun Kumar Pasham

    6/6

    Mr. Arolla Venkat Reddy

    1/1

    Mr. Neerudu Sandeep Kumar Reddy

    6/6

    Ms. Akhila Pushpa Sundari

    6/6

    Mr. Subba Roa Mogili

    4/4

    11. Board Evaluation

    The company believes formal evaluation of the board, its committees and of the individual directors, on an annual
    basis which is potentially effective way to respond to the demand for greater board accountability and effectiveness.
    For the company, evaluation provides an ongoing means for directors to assess their individual and collective
    performance and effectiveness. In addition to the accountability and evaluation, a board and Committee member
    helps in;

    a. More effective board process

    b. Better collaboration and communication

    c. Greater clarity with regard to members roles and responsibilities

    d. Improved chairman - managing directors and board relations

    The performance of the Board was evaluated after seeking inputs from all the directors on the basis of criteria such
    as the board composition and structure, effectiveness of board processes, information and functioning, etc.

    The performance of the committees was evaluated by the board after seeking inputs from the committee members
    on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

    The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
    Exchange Board of India on January 5,2017.

    At the board meeting followed the meeting of the independent directors and meeting of Nomination and
    Remuneration Committee, 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.

    12. Declaration by Independent Director(s)

    A declaration has been received from all the Independent Directors of the Company that they meet the criteria of
    independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of
    SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    As per regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Independent
    Directors meeting was held on 29th May, 2023 which was attended by the Independent Directors for the evaluation
    of the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board.

    13. Familiarisation Programme for Independent Directors

    The Company through its Senior Managerial personnel familiarised the Independent Directors with the strategy,
    operations, and functions of the Company and new regulations of criteria of independent director eligibility. The
    Independent Directors were also familiarised with their roles, rights and responsibilities, orientation, eligibility
    criteria on Statutory Compliances as a Board Member. Independent directors are also requested to complete their
    independent director registration process to be eligible to continue as independent director in any company.

    14. Remuneration Policy

    The Company’s remuneration policy is driven by the success and performance of the individual employee and the
    Company. Through its compensation programme, the Company endeavours to attract, retain, develop and
    motivate a high-performance workforce. The Company follows a compensation mix of fixed pay, benefits and
    performance based variable pay. Individual performance pay is determined by business performance and the
    performance of the individuals measured through the annual appraisal process.

    The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
    and appointment of Directors, Senior Management and their remuneration including criteria for determining
    qualifications, positive attributes and independence of a director. The Remuneration Policy is available on the
    website of the Company viz,
    www.vamshirubber.org .

    15. Deposits

    The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding
    provisions of Section 73 and 74 of the Companies Act, 2013 and no amount of principal or interest was outstanding
    as on the date of Balance Sheet.

    16. Particulars of loans, guarantees or investments under section 186

    Details of loans and guarantees given and investments made under Section 186 of the Act are given in Notes to
    the Financial Statements.

    17. Particulars of contracts or arrangements with related parties

    There were no material significant related party transactions made by the Company with the Promoters, Directors,
    Key Managerial Personnel or the designated persons which may have a potential conflict with the interest of the
    Company at large.

    There were no contract or arrangements entered by the Company with related parties referred to in sub-section
    (1) of section 188 of the Companies Act, 2013 during the period under review. Hence
    Form No. AOC-2 is not
    required to be annexed to Board’s report.

    The policy on related party transactions as approved by the board of directors is hosted on the website of the
    company viz.
    www.vamshirubber.org .

    The details of related party disclosures form part of the notes to the financial statements provided in this annual
    report.

    18. Particulars of Employees

    Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies Act,
    2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
    as amended, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for
    inspection at the Registered Office of the Company.

    Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered
    Office of the Company.

    The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms
    of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration
    of Managerial Personnel) Rules, 2014, are enclosed in
    Annexure -1 and forms part of this Report.

    19. Constitution of Audit Committee

    The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013. During
    the year four (4) Audit Committee Meetings were convened and held on 29.05.2023,11.08.2023,10.11.2023 and
    12.02.2024.

    Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act, 2013

    (i) recommended for appointment, remuneration and terms of appointment of auditors of the company;

    (ii) reviewed and monitored the auditor’s independence and performance, and effectiveness of audit process;

    (iii) examination of financial statements and the auditor’s reports thereon;

    (iv) approval or any subsequent modification of transactions of the company with related parties;

    (v) Valuation of undertakings or assets of the company, wherever it is necessary;

    (vi) evaluation of internal financial controls and risk management systems;

    The Audit Committee consists of a combination of Non-Executive Independent Directors and assists the Board in
    fulfilling its overall responsibilities.

    The members of Audit Committee are:

    Mr. Neerudu Sandeep Kumar Reddy Chairman

    Mrs. Akhila Pushpa Sundari Member

    Mr. Subba Rao Mogili Member

    • Mr. A. Venkat Reddy, Chairman of Audit Committee of the Company has tendered his resignation from
    Board w.e.f., 05th April, 2023.

    • Mr. Subba Rao Mogili, Non- Executive Additional Independent Director was appointed on the Board on
    05th Ju|yj 2023.

    • Subsequently, Mr. Neerudu Sandeep Kumar Reddy, Non- Executive Independent Director has chaired the
    Audit Committee on 29th July. 2023 and Mr. Subba Rao Mogili, Non- Executive Independent Director has
    been appointed as member of the Audit Committee from 29th July. 2023.

    20. Constitution of Nomination & Remuneration Committee

    The Nomination & Remuneration Committee of the Company is duly constituted as per Section 178 of the
    Companies Act, 2013. During the year four (4) Nomination & Remuneration Committee Meetings were convened
    and held on 29.05.2023, 05.07.2023 and 11.08.2023.

    The members of Nomination & Remuneration Committee are:

    Mrs. Akhila Pushpa Sundari Chairman

    Mr. Neerudu Sandeep Kumar Reddy Member

    Mr. Subba Rao Mogili Member

    • Mr. Arola. Venkat Reddy, Chairman of Nomination & Remuneration Committee of the Company has
    tendered his resignation from Board w.e.f., 05th April, 2023.

    • Mr. Subba Rao Mogili, Nomination & Remuneration Committee was appointed on the Board on 05th July,
    2023.

    • Subsequently, Mrs. Akhila Pushpa Sundari, Non- Executive Independent Director has chaired the
    Nomination & Remuneration Committee on 29th July. 2023 and Mr. Subba Rao Mogili, Non- Executive
    Independent Director has been appointed as member of the Nomination & Remuneration Committee from
    29th
    ju|y. 2023.

    The Nomination and Remuneration policy of the company is provided below:

    a) Selection and evaluation of directors: The board has based on the recommendations of the Nomination and
    Remuneration Committee, laid down following policies.

    1 Policy for determining qualifications, positive attributes and independence of a director.

    2 Policy for board & independent directors’ evaluation.

    b) Performance evaluation of board, committees and directors.

    The company believes in a formal evaluation of the board and of the individual directors, on an annual basis, is a
    potentially effective way to respond to the demand for greater board accountability and effectiveness. For the
    company, evaluation provides an ongoing means for directors to assess their individual and collective performance
    and effectiveness. In addition to greater board accountability, evaluation of Board members helps in:

    a) More effective board processes.

    b) Better collaboration and communication.

    c) Greater clarity with regard to members roles and responsibilities.

    The evaluation process covers the following aspects:

    • Self-evaluation of directors.

    • Evaluation of the performance and effectiveness of the board.

    • Evaluation of the performance and effectiveness of the committees.

    • Feedback from the non-executive directors to the Chairperson.

    • Feedback on management support to the board.

    21. Statutory Auditors

    M/s CSVR Associates, Chartered Accountants, (Firm Registration No. 012121S), who has been Re-appointed as
    statutory auditors of the company in the 28th Annual General Meeting for a period of five years from the conclusion
    of 28th AGM till the conclusion of 33rd AGM. However, M/s CSVR Associates, Chartered Accountants, (Firm
    Registration No. 012121S) have rendered their resignation w.e.f 01st August, 2024.

    In terms of Section 139 of the Companies Act, 2013 and the rules made there under M/s. Samudrala K & Co. LLP
    (FRN: S200142), Chartered Accountants, will be appointed as Statutory Auditors of the Company for a period of
    five years from conclusion of the 30th Annual General Meeting held on 22nd September 2024 till the conclusion of
    sixth consecutive Annual General Meeting of the Company to be held for the financial year 2028-29.

    In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, Resolution with respect to
    appointment of Ms. Samudrala K & Co. LLP, (FRN: S200142) Chartered Accountants, as Statutory Auditor of the
    company for a period of 5 years, is proposed for the members approval at the ensuing Annual General Meeting.

    22. Replies to Auditors8 Report

    The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are
    self-explanatory and do not call for any further comments.

    23. Reporting of frauds by auditors

    During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit
    committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the
    company by its officers or employees, the details of which would need to be mentioned in the Directors’ Report.

    24. Secretarial Audit Report

    In terms of Section 204 of the Act and Rules made there under, Mr. NVSS Suryanarayana, Practicing Company
    Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is
    enclosed as
    Annexure - II to this report.

    MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT

    The following are the responses of the management against the observations made by the Secretarial Auditor.

    S. No.

    Observations

    Management Replies / Response

    1

    There are few forms which are filed with
    additional fees

    Management is taking steps to ensure
    such instances do not occur in future

    25. Cost Auditors

    The provisions of Section 148 of the Companies Act, 2013 relating to mandatory Cost Audit does not apply to the
    Company and hence, no Cost Audit is conducted. However, the Company is required to maintain Cost records
    which the Company is maintaining.

    26. Internal Audit & Internal Financial Control Systems

    The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and
    protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and
    reported correctly. The internal control is supplemented by an extensive program of internal audits, review by
    management and procedures. It is designed to ensure that the financial and other records are reliable for preparing
    financial statements and other data, and for maintaining accountability of assets.

    During the year, the Company has implemented the suggestions and recommendations of the internal auditor to
    improve the control environment. Their scope of work included review of processes for safeguarding the assets of
    the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal
    control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable
    corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in
    operations. In the Board meeting held on 29th May, 2024, company has re-appointed M/s. Ramana Reddy &
    Associates, Chartered Accountant, as Internal Auditor of the Company for the F.Y. 2024-25.

    27. Whistle Blower Policy/Viqil Mechanism

    Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and
    pursuant to the applicable provisions of the SEBI (LODR) Regulations, 2015, the company has established a
    mechanism through which all stake holders can report the suspected frauds and genuine grievances to the
    appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company
    has been hosted on the website of the company viz.
    www.vamshirubber.org

    28. Secretarial Standards

    The Company has complied with all the applicable secretarial standards for the financial year 2023-24.

    29. Prevention of Insider Trading

    The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
    securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
    dealing in the Company’s shares 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.

    Members of the Board have confirmed compliance with the Code.

    30. Risk management policy

    Your Company has put in place a risk management policy based on globally recognized standards which enables
    the company to proactively take care of the internal and external risks of the company and ensures smooth
    business operations.

    The company’s risk management policy ensures that all its material risk exposures are properly covered, all
    compliance risks are covered and the company’s business growth and financial stability are assured. Board of
    Directors decide the policies and ensure their implementation to ensure protection of company from any type of
    risks.

    31. Business Responsibility and Sustainability Report (BRSR)

    Clause (f) of sub regulation (2) of regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)
    Regulations, 2015 as amended from time to time has mandated the inclusion of BRSR as part of the Annual Report
    for the top 1000 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National
    Stock Exchange of India Ltd as on the end of financial year. In view of the requirements specified, the company is
    not mandated for the providing the BRSR and hence do not form part of this Report.

    32. Annual Return

    The Ministry of Corporate Affairs vide Companies (Amendment) Act, 2017 effective from 28th August, 2020, has
    dispensed with the requirement to attach extract of Annual Return in form MGT-9 to the Board’s report, provided
    every Company shall place a copy of Annual return on the website of the Company, if any and disclose the web-
    link of such Annual return in the Board’s report.

    The copy of Annual Return in Form MGT-7 as on March 31,2024 is available on the Company’s website and can
    be accessed at the given
    web-link http://www.vamshirubber.org/investor relation.php

    33. 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

    No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern
    status and Company’s operations in future.

    34. Details of Subsidiary, Joint Venture or Associate Companies

    The Company does not have any Subsidiary, Joint Venture or an Associate Company as on 31.03.2024.

    35. Corporate Governance Certificate

    As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to
    corporate governance are not applicable to your company and therefore, no separate report on corporate
    governance is required.

    However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
    a certificate from Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary, that none of the directors on board
    has been debarred or disqualified from being appointed or continuing as directors of companies by the
    Board/Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure-lll and forms part of
    this Report.

    36. Management Discussion and Analysis Report

    Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and
    Disclosure Requirements) Regulations, 2015, forms part of this report and same is annexed as Annexure-IV.

    37. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and
    Redressal) Act, 2013

    The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
    Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
    Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
    (permanent, contractual, temporary, trainees) are covered under this policy.

    The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

    • No. of complaints received: - NIL

    • No. of complaints disposed of: - NIL

    38. Conservation of energy, technology absorption and foreign exchange earnings and outgo

    Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to
    be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as
    follows:

    fA\ Conservation of Enerav

    (i)

    the steps taken or impact on
    conservation of energy

    An Electrical Energy units saved during 2023-24 in plant
    lighting is 14976 units and cost Rs. 134784/- by taking the
    following steps.

    Buffing Machine (Acten 4- Heads) 2 Heads with modification of
    wire brushes with new pneumatic cylinders and
    effectiveoperations on 2 heads out of 4 heads reduced
    electrical power consumption without changing of Buffing
    structure.

    (ii)

    the steps taken by the company for
    utilizing alternate sources of energy

    -

    (iii)

    the capital investment on energy

    -

    conservation equipment’s

    (B) Technology absorption

    (i)

    the efforts made towards technology absorption

    The Company has neither absorbed nor adopted
    any new technology. The Company has also not
    made any innovation in technology other than the
    R&D.

    (ii)

    the benefits derived like product improvement,
    cost reduction, product development or import
    substitution

    No benefits derived in the year under review.

    (iii)

    in case of imported technology (imported during
    the last three years reckoned from the beginning
    of the financial year)-

    No new technology is imported during the last
    three years.

    (a) the details of technology imported

    -

    (b) the year of import;

    -

    (c) whether the technology been fully absorbed

    -

    (d) if not fully absorbed, areas where absorption
    has not taken place, and the reasons thereof

    -

    (iv)

    the expenditure incurred on Research and
    Development

    No expenditure incurred on Research and
    Development.

    (C) Foreign exchange earnings and Outgo (2023-24)

    The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
    the year in terms of actual outflows is as follows:

    fAmount in I akhs)

    Particulars

    Current Year

    Previous Year

    Expenditure in Foreign Currency:

    On Raw Material

    190.17

    210.13

    On Machinery Consumables

    NIL

    NIL

    On Capital Goods

    NIL

    NIL

    Earning in Foreign Currency:

    854.09

    113.85

    39. Corporate Social Responsibility (CSR)

    The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had not constituted CSR
    committee during the year 2023-24.

    40. Transfer of Amounts to Investor Education and Protection Fund

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

    41. Directors8 Responsibility Statement

    Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company make the following
    statements, with the best of their knowledge and belief and according to the information and explanations obtained
    by them:

    1. that in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable
    accounting standards have been followed and there have been no material departures from them;

    2. that the accounting policies mentioned in notes to Financial Statements have been selected and applied
    consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true
    and fair view of the state of affairs of the Company as at 31 st March, 2024 and of the profit of the company for
    the year ended on that date;

    3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in
    accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
    preventing and detecting fraud and other irregularities;

    4. that the annual financial statements have been prepared on a ‘going concern’ basis;

    5. that proper internal financial controls have been laid down to be followed by the Company and such internal
    financial controls are adequate and operating effectively; and

    6. that proper systems are in place to ensure compliance with the provisions of all applicable laws and such
    systems are adequate and operating effectively:

    42. Listing with Stock Exchanges:

    The Securities Exchange Board of India (SEBI), on 02nd September 2015, has issued SEBI (Listing Obligations
    and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of
    Listing Agreement for different segments of capital market to ensure better enforceability. The said regulations
    were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing
    Agreement within 6 months from the effective date. The Company entered into Listing Agreement with the BSE
    Limited.

    The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company’s
    Shares are listed.

    43. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

    Your Company does not have any shares in the Demat suspense account or unclaimed suspense account and
    therefore no disclosure as per Point F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements),
    Regulations, 2015 is required.

    44. The details of application made or any proceeding pending under the insolvency and bankruptcy code,
    2016

    During the period under review, there was no application made nor any proceeding initiated or pending under the
    Insolvency and Bankruptcy code, 2016.

    45. The 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

    During the period under review, there was no one time settlement with any bank.

    46. Industry Relations

    The company enjoyed cordial relations with its employees during the year under review and the Board appreciates
    the employees across the cadres for their dedicated service to the Company, and looks forward to their continued
    support and higher level of productivity for achieving the targets set for the future.

    47. Human Resources

    Your Company treats its “human resources” as one of its most important assets.

    Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A
    number of programs that provide focused people attention are currently underway. Your Company thrust is on the
    promotion of talent internally through job rotation and job enlargement.

    48. Acknowledgements

    Your director's wish to place on record their appreciation of the contribution made by the employees at all levels,
    to the continued growth and prosperity of your Company.

    Your director’s also wish to place on record their appreciation to business associates, banks and other financial
    institutions and shareholders, of the Company for their continued support.

    By order of the Board
    For Vamshi Rubber Limited

    Sd /- Sd /-

    R. Surendra Reddy M. Ramesh Reddy
    Managing Director & CEO Chairman & CFO

    DIN:00294240 DIN: 00025101

    Date: 12th August 2024
    Place: Hyderabad

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