VAIDANTI SOLUTIONS prIVATe LImITeD

73 -A GEEJGARH VIHAR COLONY NEAR BIAS GODAAM JAIPUR RJ302006

CIN-U63030RJ2021PTC077211
EMAIL ID-arvindbusiness7@GMAIL.COM
Contact No : 8290095765

DIRECTOR’S REPORT
To
TheMembers
VAIDANTI SOLUTIONS PRIVATE LIMITED

Your Directors have pleasure in presenting the Director’s Report of the Company together with
audited Statement of Accounts and the Auditors’ Report of your company for the financial year
ended 31st March, 2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS AND STATE OF AFFAIRS:

Particulars 2021-22
(AMT. IN ’00)
Turnover (Including Other Income) 138.88

Net Profit/Loss ( Before Tax ) (644.85)

Less : Current Tax -

Less : Deferred Tax -
Less: Adjustment for Earlier Tax Period -
Net Profit/(Loss) after tax (644.85)
During the year under review, the total turnover of the Company was 13,888 . There has been no
change in the business of the Company during the financial year ended 31st March, 2022.

2. CHANGE IN NATURE OF BUSINESS:

The Company has not changed its nature of business during the financial year.

3. DIVIDEND:

The Board of directors of the company has not recommended any dividend during the
financial year.

4. TRANSFER TO RESERVES:

The Board of Directors of your company, has decided not to transfer any amount to the
Reserves for the year under review.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE

FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END
OF THE YEAR AND TILL THE DATE OF THE REPORT:
 There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report

6. CAPITAL AND DEBT STRUCTURE:

A. Any changes in the Capital Structure of the Company during the year including the
following:

a. Changes in authorized share capital:

There were no changes in authorized capital during the year under review.

b. Changes in subscribed, Issued, paid-up share capital:

There were no changes in Issued , subscribed, paid up capital during the year under review.

c. Reclassification or Subdivision of Authorized share capital:

There were no reclassifications or subdivision of Authorized share capital during the year under
review.

d. Reduction of share capital:

There was no Reduction of share capital during the year under review.

e. Buyback of shares:
There were no buyback of share capital during the year under review.

f. Change in capital structure resulting from restructuring:

There were no restructuring of capital during the year under review.

g. Changes in voting rights:

There were no changes in voting rights during the year under review.

B. Issue of Shares or other Convertible Securities:

There was no issue of Shares or other Convertible Securities during the year under review.

C. Issue of Equity Shares with Differential Rights:

There was no issue of Equity Shares with Differential Rights during the year under review.

D. Issue of Sweat Equity Shares:

There was no issue of Sweat Equity Shares during the year under review.

E. Details of Employee stock options:

There were no shares issued under Employee stock options during the year under review.

F. Shares held in trust for the benefit of employees where the voting rights are not exercised
directly by the employees:
There were no shares held in trust for the benefit of employees where the voting rights are not
exercised directly by the employees during the year under review.

G. Issue of debentures, bonds or any non-convertible Securities:

There was no Issue of debentures, bonds or any non-convertible Securities during the year under
review.

H. Issue of warrants:
There was no Issue of warrants during the year under review.
7. WEBLINK OF ANNUAL RETURN:

The Company doesn’t have any website.

8.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period, The Board is dully constituted and there were some changes in appointment or
resignation during the year ended March 31, 2022

The constitution of board during the year is as follows:

S Name Designation Date of Date of DIN

N. Appointment Resign
1. SH. ARVIND KASINAYA Director 27/09/2021 - 07645944

2. SH. MOHIT CHATURVEDI Director 14/03/2022 - 07673259

3. SH. SHIV KUMAR Director 27/09/2021 15/03/2022 09335422

In view of the applicable provisions of Companies Act, 2013, the Company is not mandatorily
required to appoint Independent Director.
There has been some changes in the constitution of Board during the year under review
There has been no change in the constitution of Board between the end of the financial year to
which this report relates and the date of this report under review i.e. the structure of the Board
remains the same.

In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily
required to appoint any whole time KMPs.

9. MEETINGS:
A. BOARD MEETINGS:

During the Financial Year 2021-22, the Company held followings board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions
of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

S. No. Date of Meeting

1 23/10/2021
2 17/01/2022
3 01/03/2022
4 15/03/2022

The names of members of the Board, their attendance at the Board Meetings are as under:

Name of Directors Number of Meetings attended during the F.Y.

2021-22
ARVIND KASINAYA 4
MOHIT CHATURVEDI 1
SHIV KUMAR 3
 B. ANNUAL GENERAL MEETING:

There is no annual General Meeting of the company during the year because the company was
Incorporated on 27 SEP 2021

C. EXTRA ORDINARY GENERAL MEETING:

There was Extra Ordinary General Meeting held on 14 March 2022 during the year under review

10 COMMITTEE:
A. Audit committee: In view of the applicable provisions of Companies Act, 2013, the Company
is not mandatorily required to Constitute Audit Committee.

B. Nomination and Remuneration Committee: In view of the applicable provisions of

Companies Act, 2013, the Company is not mandatorily required to Constitute Nomination and
Remuneration Committee.

C. Stakeholders Relationship Committee: In view of the applicable provisions of Companies

Act, 2013, the Company is not mandatorily required to Constitute Stakeholders Relationship
Committee.

D. CSR Committee: In view of the applicable provisions of Companies Act, 2013, the Company is
not mandatorily required to Constitute CSR Committee.

11 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company
confirms that—
(a) In the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the
company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013
pertaining to laying down internal financial controls is not applicable to the Company.

Your Directors further state that during the year under review, there were no cases filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

12 INTERNAL FINANCIAL CONTROL:

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 weakness in the design or
operation was observed.

13 REPORTING OF FRAUD BY AUDITORS:

No fraud was reported by Auditors to the Central Government as per section 143(12) of the
Companies Act, 2013.
14 DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. So there is no
need to prepare consolidated financial statement for the financial year.

15 DEPOSITS:

The Company has not accepted any deposits during the year under review.

16 PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any Investment, given guarantee and securities during the year under
review. There for no need to comply provisions of section 186 of Companies Act, 2013.

17 Disclosure relating to the provision of Section 73 of Companies Act,2013 read with rule
(2) (1)(c)(viii) of The Companies (Acceptance of Deposit) Rules 2014.
The Company has not received followings loan from its director or relatives during the year under
revie

18 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contracts or arrangements with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions

19 CORPORATE SOCIAL RESPONSIBILITIES (CSR):

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to
constitution of Corporate Social Responsibility Committee.

20 STATUTORY AUDITORS & THEIR REPORT:

As per Section 139-142 and other applicable provisions, if any, of the Companies Act, 2013 read
with Companies (Audit and Auditors) Rules, 2014 M/s. AGARWAL JAIN AND GUPTA Chartered
Accountants (ICAI Registration No.013538C) be and is hereby appointed as the Statutory Auditor of
the Company, to hold office from conclusion of this meeting till the conclusion of the Annual
General Meeting to be held in the Year 2027 on a remuneration to be fixed by the Board of Directors
of the Company
Company has received certificate from the Auditors to the effect they are not disqualified to continue
as statutory auditors under the provisions of applicable laws.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of
the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the
notes to accounts referred to in the Auditor`s Report are self-explanatory..

21 SECRETARIAL AUDITORS & THEIR REPORT:

The Secretarial Audit is not applicable on the company as it is not covered under the provisions of
Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

22 DETAILS OF ESTABLISHMENT OF VIGIL MACHENISM:

The provisions of section 177(10) of the Companies Act, 2013 are not applicable on the company.

23 BOARD’S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further..

24 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & 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 provided hereunder:
PARTICULARS REMARKS
A) CONSERVATION OF ENERGY:
the steps taken or impact on conservation of The Corporation is taking due care for using
energy; electricity in the office and its branches. The
The steps taken by the company for utilizing Corporation usually takes care for optimum
alternate sources of energy; utilization of energy. No capital investment
the capital investment on energy conservation on energy conservation equipment made
equipments; during the financial year.
B) TECHNOLOGY ABSORPTION:
the efforts made towards technology absorption; NOT APPLICABE
the benefits derived like product improvement, cost reduction, product NOT APPLICABLE
development or import substitution;
in case of imported technology (imported during the last three years NOT APPLICABLE
reckoned from the beginning of the financial year)-
(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; Not applicable since 5 years period is over
the expenditure incurred on Research and Development NOT APPLICABLE
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
(i) Foreign Exchange Earning NOT APPLICABLE
(ii) Foreign Exchange Outgo NOT APPLICABLE

25 RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from
time to time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as business,
project execution, event, financial, human, environment and statutory compliance.

26 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS:

There was no significant and material order passed by the regulators / court / tribunal during the
financial year against the company which impacts the going concern status and company’s operations
in future.
27 COST AUDITOR AND COST RECORDS:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and
Audit) Amendment Rules, 2014, appointment of cost auditor and maintenance of cost audit records is
not applicable on the company.

28 CONSTITUTION OF COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT

AT WORKPLACE:

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company has constituted committee under the sexual harassment of women at workplace
(prevention, prohibition and Redressal) Act, 2013 and duly complied with the provisions of the same
and there was no case reported during the financial year.

29 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The provisions relating to Management Discussion and Analysis Report are not Applicable on
company.

30 CORPORATE GOVERNANCE:

Company believes in Good Governance system and follows all Applicable Corporate Governance
Slandered in true letter and spirit.

31 PARTICULARS OF EMPLOYEES:

The Company has no employee drawing gross remuneration 60 Lac per annum during the financial
year or gross monthly remuneration for part of Financial Year as prescribed in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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).

33. LISTING AGREEMENT COMPLIANCES:

The provisions of Listing Agreement Compliances are not applicable on the company.

34. DECLARATION BY INDEPENDENT DIRECTOR:

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to
the Company.

35. RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR RECEIPT

OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

The Company does not have any MD/WTD who had received Commission / remuneration from its
holding or subsidiary company.

36. ANNUAL EAVALUATION BY BOARD:

The provision of section 134(3) (p) relating to board evaluation is not applicable on the company.
37. COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

Your Directors acknowledge and wish to place on record their deep appreciation for the co-operation
extended by the government, bankers, stakeholders and the services rendered by the employees at all
levels and their dedication.

39. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year.

40. 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

As Company has not done any one time settlement during the year under review hence no disclosure
is required.

For and on behalf of the Board

M/S VAIDANTI SOLUTIONS PRIVATE LIMITED

(ARVIND KASINAYA) (MOHIT CHATURVEDI)

Director Director
(DIN-07645944) (DIN- 07673259)

Date: 07.11.2022
Place: Jaipur