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Vippy Spinpro Ltd.

BSE: 514302 Sector: Industrials
NSE: N.A. ISIN Code: INE660D01017
BSE 10:01 | 23 Feb 48.75 -0.05
(-0.10%)
OPEN

48.75

HIGH

48.75

LOW

48.75

NSE 05:30 | 01 Jan Vippy Spinpro Ltd
OPEN 48.75
PREVIOUS CLOSE 48.80
VOLUME 101
52-Week high 61.60
52-Week low 30.75
P/E 8.58
Mkt Cap.(Rs cr) 29
Buy Price 48.75
Buy Qty 99.00
Sell Price 50.60
Sell Qty 60.00
OPEN 48.75
CLOSE 48.80
VOLUME 101
52-Week high 61.60
52-Week low 30.75
P/E 8.58
Mkt Cap.(Rs cr) 29
Buy Price 48.75
Buy Qty 99.00
Sell Price 50.60
Sell Qty 60.00

Vippy Spinpro Ltd. (VIPPYSPINPRO) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 25th Annual Report togetherwith the Audited Financial Statement for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

Particulars 2016-17 2015-16
Income
Revenue from Operations 9806.89 8775.98
Other Income 140.53 65.31
Total Revenue 9947.42 8841.29
Profit before finance cost depreciation & amortization prior period
expenditure and tax 689.31 721.03
Less: Finance Costs 36.40 48.94
Less: Depreciation and amortization expenses 186.43 215.35
Profit before prior period expenditure and tax 466.48 456.74
Less: prior period Expenditure 0.12 0.93
Profit before Tax 466.36 455.81
Less: Tax Expenses
Current Tax 147.75 172.10
Deferred Tax(Assets)/Liabilities (12.99) (25.73)
Profit for the year 331.60 309.44
Earning per equity share
Basic 5.65 5.27
Diluted 5.65 5.27

PERFORMANCE REVIEW & COMPANY AFFAIRS

During the year under review the turnover of the Company increased by 12.51% incomparison to previous year.

The Company's revenue for the year under review amounted to ` 9947.42 Lacs as comparedto ` 8841.29 Lacs of the previous year. The Profit before Tax for the year under reviewamounted to ` 466.36 Lacs as compared to ` 455.81 Lacs of the previous year and registeredgrowth by 2.31%. The Profit after Tax for the year under review amounted to ` 331.60 Lacsas compared to ` 309.44 Lacs for the previous year and registered growth by 7.16%

.The Company is engaged in the manufacturing of cotton yarn for different applicationsby Rotor Spinning. The Company is also engaged in generation of power through Wind Millfor captive consumption.

RESERVES

There is no amount proposed to be carried to any Reserve.

DIVIDEND

With a view of conserving resources your Directors do not recommended any dividend forthe year under review.

LISTING OF THE SHARES

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Ltd.(BSE). Further the Company has paid listing fees to Bombay Stock Exchange Ltd. for theyear 2017-2018.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of section 134(3) (c) read with section 134(5) of the CompaniesAct 2013 your Directors state that: ? in the preparation of the annual accounts for theyear ended 31st March 2017 the applicable accounting standards have beenfollowed and there are no material departures from the same; ? the Directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March2017 and of the profit of the Company for theyear ended on that date ; ? the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; ? the Directors have prepared the annual accounts on a going concernbasis;

? the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

? the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri Mangalore Maruthi Rao (DIN: 00775060) was re-appointed as Whole Time Director ofthe Company for a period of 2 years w.e.f.28.10.2016.

During the year under review Ms. Sanju Patel Company Secretary & CFO hasresigned from the post of Company Secretary & CFO w.e.f. 01.11.2016.

During the year under review Mr. Sandeep Nema appointed as Company Secretary w.e.f.23.01.2017 .Mrs. Deepa Mekal Woman Director has resigned from Directorship of theCompany w.e.f. 15.02.2017.Mr. Hassan Ali appointed as Chief Financial Officer of theCompany w.e.f. 15.02.

Mrs. Deepa Sudhir Mekal (DIN-05222280) is appointed as Independent Director/WomanDirector of the Company w.e.f. 31.03.2017 subject to approval of Shareholders at ensuingAnnual General Meeting not liable to retire by rotation. A notice has been received alongwith deposit of requisite amount from a member proposing Mrs. Deepa

Sudhir Mekal as a candidate for the office of Director of the Company.

In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Shri Praneet Mutha (DIN: 00424250) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself for hisre-appointment .The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting. A Notice has been receivedalongwith deposit of requisite amount from a member proposing Shri Praneet Mutha as acandidature to re-appointment him as Director.

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company as on date are Shri Piyush Mutha Managing DirectorShri Mangalore MaruthiRao Whole Time Director Mr. Sandeep NemaCompany Secretary and Mr. Hassan Ali ChiefFinancial Officer .

DECLARATION BY INDEPENDENT DIRECTORS

The Company had received declaration from all the Independent Directors of the Companyconfirming that they meet criteria of independence as prescribed under section 149(6) ofthe Companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of Companies Act2013 and SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out performanceevaluation of its own the Board Committees and of the Independent Directors. IndependentDirectors at a separate meeting evaluated performance of the Non Independent DirectorsBoard as whole .The manner in which the evaluation has been carried out has been detailedin Report on Corporate Governance.

INSURANCE

Assets of the Company are adequately insured.

SUBSIDIARIES ASSOCIATE & JOINT VENTURE COMPANIES

Company does not have any subsidiaries associates Companies & joint venturecompanies.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the Company in accordance withprovisions of section

188 of the Companies Act 2013 except payment of remuneration to Managing Director& Whole Time Director during the year. None of the Directors has any pecuniaryrelationships or transactions vis-a-vis the Company except payment of remuneration toManaging Director & Whole Time Director during the year. The Company had adopted apolicy on Related Party Transactions & the same is displayed on the website of theCompany weblink: http://www. vippyspinpro.com/Related-Party-Transaction-Policy.pdf.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. All the transactions are properly authorized and recorded. TheCompany is following all the applicable Accounting

Standards for properly maintaining the books of accounts and reporting financialstatements. The Internal Audit is conducted by outside auditing firms which evaluate thefunctioning and quality of internal controls and check; and provides assurance of itsadequacy and effectiveness. The Internal Audit Reports are actively reviews by the AuditCommittee and adequate remedial measures if any are taken and in time. The InternalAudit Reports are also reviews by the Board of Directors periodically. During the yearthere are no reportable material weaknesses in the design or operation were observed.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The Company hadadopted Risk Management Policy to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. In order to achieve the key objective the policy establishes a structuredand disciplined approach to Risk Management in order to guide decisions on risk relatedissues. The common risks inter alia are: Company Assets and Property Employees ForeignCurrency Risks Operational Risks Non-compliance of statutory enactments CompetitionRisks Contractual Risks and Volatility in prices of Raw Material.

The management is however of the view that none of the above risks may threaten theexistence of the Company as robust Risk mitigation mechanism is put in place to ensurethat there is nil or minimum impact on the Company in case of any of these risksmaterialize. The risk management framework is reviewed periodically by the Board and AuditCommittee.The details of risks and other concerns are included in the ManagementDiscussion and Analysis which is the part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015Management Discussion and Analysis Report is appended toand forms part of this Report.

CORPORATE GOVERNANCE

Your Company has always strived to maintain appropriate standards of good corporategovernance. The Report on Corporate Governance as stipulated under Regulation 34 (3) ofSEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with ScheduleV of SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 forms part of this Report. The requisite certificate from CompanySecretary in Practice confirming compliance of the conditions of corporate governance isattached to report on corporate governance.

DISCLOSURES

Particulars of Loan given Investments made Guarantee given and Securities providedunder section 186 of Companies Act 2013

During the year Company has not given any Loans Guarantees or has acquired anysecurity covered under the provisions of the Section 186 of the Companies Act2013.

Conservation of Energy Technical Absorption and Foreign Exchange Earning & Outgo

The Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under section 134 (3)(m)theCompanies Act 2013 read with Rule 8 of the Companies

(Accounts) Rules 2014 are provided in Annexure -I-to this Report.

Extract of Annual Return

Extract of Annual Return in Form MGT-9 as provided under section 92(3) of the CompaniesAct 2013 is annexed herewith as Annexure -II- to this Report.

Meeting of Directors

During the year under review our Board met nine (9) times. The details of the numberof meetings of the board during the year forms part of the Report on Corporate Governance.During the year under review One (1) Board meeting of Independent Directors was held.

Committees of the Board

The Board of Directors has the following committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

The details of the committees along with their composition number of the meetings andattendance at the meetings are provided in the Report on Corporate Governance.

Remuneration Policy

The Company has a Remuneration policy of the Company for Directors Key ManagerialPersonnel & other employee's .The Remuneration Policy is annexed herewith asAnnexure-III to this Report.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concerns or grievances .Thispolicy may be accessed on the Company's website Weblink:http://www.vippyspinpro.com/Whistle-Blower-Policy.pdf .

Particulars of employees and related disclosures

The information in accordance with the provisions of section 197(12) of the CompaniesAct2013 read with Rule

5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 isannexed herewith as Annexure -IV- to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under requirement of the section 135 of the Companies Act2013 and therefore during the year under review Company did not carry out any CSRactivities as specified under section 135 of the Companies

Act 2013 read with schedule VII of the Act.

AUDITORS & AUDITORS' REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 theterm of office of the M/s. Sodani & Co. Chartered

Accountants(Firm Registration No.000880C) as Statutory Auditors of the Company willconclude from the close of ensuing Annual General Meeting of the Company .The Board ofDirectors place on record its appreciation to the services rendered by M/s. Sodani &Co. as Statutory Auditors .

Subject to approval of the shareholders the Board of Directors of the Company hasrecommended the appointment of M/s.R.S. Bansal & Co. Chartered Accountants (FirmRegistration No.000939C) as Statutory Auditors of the Company pursuant to section 139 ofthe Companies Act139 for a period of 5 years commencing from the conclusion of 25thAGM till the conclusion of the 30th AGM subject to ratification byshareholders every year as may be applicable.

M/s.R.S. Bansal & Co. Chartered Accountants (Firm Registration No.000939C) haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limits specified under section 141 of the Act and they are not disqualified tobe appointed as statutory auditors in terms of the provisions of the

Companies Act2013 read with the provisions of Companies (Audit and Auditors)Rules2014.

There being no qualification reservation or adverse remark in the Auditors' Report noexplanation on part of the

Board of Directors is called for.

Secretarial Auditor

The Board appointed M/s Shilpesh Dalal & Co. Practicing Company Secretaries toconduct Secretarial Audit for the year 2017-18. year ended 31.03.2017 is annexedTheSecretarialAuditReportforthefinancial herewith as Annexure-V. The Secretarial AuditReport does not contain any qualification reservation or adverse remark and noexplanation on part of the Board of Directors is called for.

Internal Auditor

Pursuant to the provisions of section 138 of the Companies Act 2013 read with rule 13of the Companies (Accounts) Rules 2014 Sri. R.K. Saklecha & Associates CharteredAccountants was appointed as an Internal Auditor of the Company for the financial year2017-18.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has a Prevention of Sexual Harassment Policy in force in terms of SexualHarassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013. The objective of thispolicy is to ensure a safe secure and friendly work environment where employees willdeliver their best without any inhibition threat of fear. During the year under reviewthere no complaints were complaint filed pursuant to the Sexual Harassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013.

HUMAN RESOURCES

The Company believes that employee plays a pivotal role in achieving a competitiveadvantage .The Company provides them an environment where each employee is motivated tocontribute his best to achieve the Companies objective. The focus of all aspects of HumanResource Development is on developing a superior workforce so that the organization andindividual employee can accomplish their work goals of service to customers. The Companyhas a progressive HR policy for helping employees to develop their organization skillsknowledge and abilities to achieve greater efficiency. The Industrial Relations of theCompany with its personnel has continued to be cordial and friendly during the year. TheCompany has 101 permanent employees on the rolls of the Company as on 31.03.2017.

COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THEUNDER-PRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY

The people are recruited in the Company on the basis of their qualification/eligibilityand merits without any discrimination against their gender religion caste colourancestry marital status nationality and disability and among equally qualifiedindividuals preference are given to people from the disadvantaged groups.

The Company also conducts training programme from time to time for up-skillingtraining of employees from socially disadvantaged sections of society.

ENVIRONMENT & SOCIAL CONCERN

Your Company is committed to build business with save energy and save environment. Inline of this the Company had set up the wind mill that generates electricity andcontributed to displace emissions from the nation's coal-fired power plants and eliminatesthe nation's major source of acid rain reduce total emissions of CO2.

Your Company is committed to the sustainable use of all natural resources and minimizeswaste at source and recycle where possible. Considering the scarcity of natural resourcesthe Company continue to maintain "Rain Water Harvesting System" at the factorypremises at Dewas. The 8040 sq meters of roof area has been covered under the rain waterharvesting and approx 7288 cubic meters of water has been collected at factory premises atDewas resulting in saving water and recharging the five bore wells consequently.

In memory of founder Late Shri Prakash Mutha during the year Company has involved ininspirable activities in the area around the plant situated at Dewas such as giving awardsto meritorious students and distribute bicycle

School Dress School Bags School Books & Education Material. Total 32 Students gotsuch benefit during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial st March 2017 andthe date of the Directors' report i.e.yearofthe Company 27th May 2017.

GENERAL

Yours Directors state that no disclosures or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:-details relating to deposits covered under chapter V of the companies Act2013 -Issue ofshares during the year orders were passed by the Regulators or Courts or Tribunals whichimpact the going -nosignificant concern status and Company's operations in future.

ACKNOWLEDGEMENTS

The Board of Directors of the Company wish to place on record their thanks andappreciation for co-operations and support received from to all employees customersdealers suppliers banks shareholders and other business associates during the yearunder review.

For and on behalf of the Board of Directors
Place: Dewas Piyush Mutha Mohan Lal Jain
27th May 2017 Managing Director Director
(DIN-00424206) (DIN:00395584)