BOARD’S REPORT

TO,

THE MEMBERS OF,

VIDYA WIRES PVT.LTD.

Your Directors takes pleasure in presenting the 40th Annual report together with the Audited Financial Statements and Auditors' Report for the financial year ended 31st March, 2022. The financial highlights for the year under review are given below:

FINANCIAL SUMMARY

Amount in (In Lacs)

Particulars As at the end of current reporting period (2021-22) As at the end of previous reporting period (2020-21) Total Revenue 91453.34 64505.90 Total Expenses 88880.78 62671.11 Profit or Loss before Tax 2656.91 1878.15 Less: Provision for Tax / Tax Paid 588.28 417.20 Less / Add: Deferred Tax 160.64 41.18 Profit or Loss After Tax 1907.98 1419.77 Add: Balance as per last Balance Sheet 5546.34 4126.57 Balance Transferred to Balance Sheet 7454.32 5546.34

The company has made sales turnover of Rs.91453 lacs (Previous year Rs.64506 lacs) for the year 2021-22. Profit before Tax stands at Rs.2657 lacs (Previous year Rs.1878 lacs) and the net profit was Rs.1908 lacs as against Rs.1420 lacs during previous year. The sales turnover was higher by 41% comparing with previous year mainly due to increase in copper prices and higher volume growth during the year under review. The net profit was also higher by 34% as compared to previous year. As a matter of policy, we make purchase of input copper against sale orders of finished goods on back to back transactions and hence the working of the company is not impacted due to price fluctuations. The profitability was better due to product-mix during current year. With expected demand on account of growth in renewable energy and other industrial products, which will ultimately increase business quantum of the industry. Our company expects to benefit in terms of business growth and the management is hopeful of better performance in the coming years.

DIVIDEND

With a view to conserve resources, the Directors do not recommend any dividend for the year 2021-22.

Share Capital

The paid up Equity Share Capital as on March 31, 2022 was 400 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Fixed Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2022.

Industrial Relation

Industrial relations remained cordial throughout the year. The Board wishes to place on record their wholehearted appreciation for co-operation tendered by all the employees in this direction.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, the 7 (Seven) Board Meetings were held on 28.06.2021, 12.07.2021, 17.08.2021, 10.09.2021, 16.11.2021, 17.02.2022 & 07.03.2022and the gap between two Board Meetings was well within the limit as prescribed by the Companies Act, 2013. In respect of the meetings, proper notice was given and the proceedings were recorded and signed Minutes Book maintained for the purpose.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:-

Your company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate

exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. All materially significant related party transactions made by the Company with related parties are given in “Annexure A”. A statement giving details of all related party transactions is placed before the Board of Directors for their approval on quarterly basis.

Risk Management Policy implementation

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company’s risk management is embedded in the business processes. Your company has identified the certain risk like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

in the preparation of the annual accounts of the Company for the year ended on 31st March, 2022, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

the Directors had selected such accounting policies and applied them consistently and had 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;

the Directors had 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.

the accounts have been prepared on a going concern basis.

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.

Subsidiary, Joint Venture & Associate Companies

Your Company has no any subsidiary, joint venture and associated companies.

Statutory Disclosures

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act.

AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. Kiran Patel & Co., Chartered Accountants, Anand, (Firm Regn. No. 105190W) has been appointed as Statutory Auditors of the Company for the period from the conclusion of 40th Annual General Meeting to the conclusion of 41st Annual General Meeting of the company.

M/s. Kiran Patel & Co., Chartered Accountants, Anand, (Firm Regn. No. 105190W) has confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules made thereunder for re-appointment as Auditors of the Company. Your directors recommend to ratify their appointment.

COST AUDITORS:

Pursuant to provision of Section 148 of the Companies Act, 2013 Board has appointed M/s J. B. Mistry & Co., Cost and Works Accountant, Ahmedabad, to Audit the Cost Accounts of the company for the financial year 2022-23 on remuneration of Rs. 45,000/-(Rupees Forty Five Thousand Only) plus Service Tax if any plus Out of Pocket Expense to carry on the Cost Audit. Accordingly, a resolution seeking member’s ratification for the remuneration payable to M/s J. B. Mistry & Co., cost Auditors is included at item No. 3 of the notice convening the Annual General Meeting.

INTERNAL FINANCIAL CONTROLS

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

DETAILS OF ORDER PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or Tribunals Impacting the Going Concern Status and Company’s Operation in the future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GOES:

CONSERVATION OF ENERGY:

Energy conservation measures taken during the year include the following:

Monitoring closely high energy consuming equipments.

Installation of capacitors bank for achieving optimum power factor.

Use of Stabilizers on entire factory lighting thereby achieving overall reduction in energy consumption.

Optimum uses of compressors & monitoring air losses

Impact of the measures of 1, 2, 3 & 4 above for reduction of energy consumption and consequent impact on the cost of production of goods. Saving in fuel cost was achieved.

TECHNOLOGY ABSORPTION:

The Company is using Latest technology for manufacturing of the products and same has been fully absorbed.

The Company is continuously improving its quality and installed Latest Equipments and new Testing & Measuring Equipments.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

Foreign Exchange Earnings: Rs.16106.75 Lacs

Foreign Exchange Out Go: Rs.37501.04 Lacs

EXTRACT OF ANNUAL RETURN UNDER SUB-SECTION (3) OF SECTION 92

The extract of the Annual Return in Form MGT – 9 as provided under Section 92(3) of the Companies Act, 2013 forms part of Directors’ Report and is attached as Annexure - B.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated Policy on CSR in accordance with Schedule VII of the Companies Act, 2013 and the details of the composition of the Committee are covered in the Corporate Social Responsibility Report. The Company is required to spend 2 % of its average of the last three years net profit on CSR Projects. Report on CSR activities is annexed as Annexure- C and forming part of this Report. CSR committee was met to consider the required spending for the financial year and to identify the project and also to provide required budget for the same.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• No fraud has been reported by the Auditors to the Board.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. • There was no instance of onetime settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for overwhelming co-operation and assistance received from customers, business associates, bankers, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve growth.

By order of the Board

For VIDYA WIRES PVT.LTD.

Place : ANAND (S.S.RATHI)

Date : 09.09.2022 CHAIRMAN & MANAGING DIRECTOR

DIN : 00410015

ANNEXURE – ‘A’ TO BOARD’S REPORT

AOC – 2

(Pursuant to Clause (h) of Sub – Section (3) of section 134 of the Act and Rules 8(2) of the Companies (Accounts) Rules, 2014)

Details of Material Contracts or Arrangement or transactions at arm’s Length basis.

Name of the Related Party	Nature of Relationship	Nature of Contract/ Arrangement/ transaction	Duration of Contract/ Arrangement/ transaction	Date of Approval by Board	Value of Contract/ Arrangement/ transaction (in Rs.)	Advance Amount paid if Any
Bhagwat Wire Industries	Directors of the Company are partners	Sales of Materials	Ongoing	In next Board meeting on quarterly basis	13,67,34,276	Nil
Bhagwat Wire Industries	Directors of the Company are partners	Purchase of Materials	Ongoing	In next Board meeting on quarterly basis	14,38,07,734	Nil

By order of the Board

For VIDYA WIRES PVT.LTD.

Place : ANAND (S.S.RATHI)

Date : 09.09.2022 CHAIRMAN & MANAGING DIRECTOR

DIN : 00410015

The company has made sales turnover of Rs.91453 lacs (Previous year Rs.64506 lacs) for the year 2021-22. Profit before Tax stands at Rs.2657 lacs (Previous year Rs.1878 lacs) and the net profit was Rs.1908 lacs as against Rs.1420 lacs during previous year. The sales turnover was higher by 41% comparing with previous year mainly due to increase in copper prices and higher volume growth during the year under review. The net profit was also higher by 34% as compared to previous year. As a matter of policy, we make purchase of input copper against sale orders of finished goods on back to back transactions and hence the working of the company is not impacted due to price fluctuations. The profitability was better due to product-mix during current year. With expected demand on account of growth in renewable energy and other industrial products, which will ultimately increase business quantum of the industry. Our company expects to benefit in terms of business growth and the management is hopeful of better performance in the coming years.

CONSERVATION OF ENERGY: Energy conservation measures taken during the year include the following: Monitoring closely high energy consuming equipments. Installation of capacitors bank for achieving optimum power factor. Use of Stabilizers on entire factory lighting thereby achieving overall reduction in energy consumption. Optimum uses of compressors & monitoring air losses Impact of the measures of 1, 2, 3 & 4 above for reduction of energy consumption and consequent impact on the cost of production of goods. Saving in fuel cost was achieved.

TECHNOLOGY ABSORPTION: The Company is using Latest technology for manufacturing of the products and same has been fully absorbed. The Company is continuously improving its quality and installed Latest Equipments and new Testing & Measuring Equipments.

FOREIGN EXCHANGE EARNINGS AND OUT GO: Foreign Exchange Earnings: Rs.16106.75 Lacs Foreign Exchange Out Go: Rs.37501.04 Lacs

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that: in the preparation of the annual accounts of the Company for the year ended on 31st March, 2022, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. the Directors had selected such accounting policies and applied them consistently and had 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; the Directors had 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. the accounts have been prepared on a going concern basis. 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.