Your Directors are pleased to present their 34th Annual Report forthe financial year ended March 31 2017: BUSINESS PERFORMANCE:
(Rs. In Lacs)
|Particulars ||Year Ended 31-03-2017 ||Year Ended 31-03-2016 |
|Revenue from Operations ||8115.18 ||10317.87 |
|Other Income ||2.27 ||2.09 |
|Finance Cost ||135.36 ||101.62 |
|Depreciation ||97.36 ||185.81 |
|Profit before Exceptional Items & Tax ||165.76 ||15.63 |
|Exceptional Items ||-- ||-- |
|Profit before Tax ||165.76 ||15.63 |
|Provision for Tax ||30.00 ||5.00 |
|Deferred Tax ||-- ||-- |
|Profit for the year ||135.76 ||10.63 |
|Appropriations: || || |
|Proposed Dividend ||-- ||55.40 |
|Interim Dividend ||-- ||- |
|Dividend Distribution Tax ||-- ||11.08 |
|Balance c/f to Balance Sheet as at 31.03.2017 ||189.87 ||669.61 |
OPERATIONS AND FUTURE PLANS:
Your Company has seen a decrease in turnover of the Company during the year underreview which accounted for Rs. 8115.18 Lakhs as compared to Rs. 10317.87 Lakhs in FY2015-16. However the Net Profit has increased significantly from Rs. 10.63 Lakhs in FY2015-16 to Rs. 135.78 Lakhs in FY 2016-17. Your Company is very much optimistic about thecoming year. Since the Company is trying to reduce cost and expand its business yourDirectors are hopeful that the results will be more encouraging.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2017.
As at March 31 2017 the authorised share capital of the Company was Rs.250000000(Rupees Twenty Five Crores Only) divided into 250000000 (Twenty FiveCrores) Equity Shares of Re. 1/- (Rupee One Only) each.
As at March 31 2017 the paid-up Equity Share Capital of the Company stood at Rs.246200534(Rupees Twenty four Crores Sixty two lakhs five hundred & thirty fouronly) divided into 246200534 (Twenty four Crores Sixty two lakhs five hundred &thirty four only) Equity Shares of Re. 1/- (Rupee One Only) each.
During the year the Company had issued 61550134 Equity Shares on April 05 2016 toits then existing shareholders in the ratio of 1:3 by way of capitalisation of freereserves which has resulted into increase in paid up share capital of the Company.
TRANSFER TO RESERVE:
The Board does not propose to make transfer to reserves for the year 2016-17 andinstead intends to retain the net profit of Rs. 13575777/- in the Profit & LossAccount for the year ended March 31 2017.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of Chartered Accountants of India.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The amount of dividends remaining unpaid/unclaimed for seven years from the date of itstransfer to the Unpaid Dividend Accounts of the Company is required to be transferred tothe Investor Education and Protection Fund (IEPF) administered by the Central Government.An amount of of Rs. 124570.50/- declared for the year 2009-10 is unclaimed. If the sameis not claimed by the Members the said amount will be transferred to IEPF.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Kanwarlal Rathi (DIN: 06441986) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.
ii) Change in Directors and Key Managerial Personnels:
During the year under review Mr. Kamal Ahuja has resigned from the directorship of theCompany w.e.f. November 12 2016 citing personal reasons. The board has accepted hisresignation in the Board Meeting held on November 12 2016. The Board considered andapproved his resignation from the post of Directorship including the membership ofrespective committee with effect from November 12 2016 the same is disclosed in AnnualReport for the year 2016-17. The Board place on record its gratitude for the servicesrendered by him during the tenure as director of the Company.
On February 10 2017 Mr. Yash Malhotra was appointed as an Additional Director(Non-Executive Independent) w.e.f. February 10 2017.
Ms. Ruchi Bhandari was appointed as Company Secretary & Compliance officer of theCompany in the Board Meeting held on July 28 2016. However she resigned from the Boarddue to pre-occupation. In her place Mr. Pravin Mishra an Associate member of theInstitute was appointed as a Company Secretary & Compliance officer of the Company inthe Board meeting held on April 19 2017.
iii) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
iv) Meetings of the Board:
During the year ended March 31 2016 Nine (9) Board Meetings were held by the Companyon April 05 2016; May 10 2016; May 30 2016; July 28 2016; August 12 2016; November12 2016; January 2 2017; February 10 2017 and March 17 2017 .Details of the meetingsand the attendance record of the Directors are mentioned in the Corporate Governancesection which forms part of this Report.
v) Committees of the Board:
At present there are three (3) Committees of Board i.e. Audit CommitteeStakeholders' Relationship Committee & Nomination & Remuneration Committee. TheComposition and other details related to the Committees have been stated in the CorporateGovernance Report which forms part of this report.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
All Independent Directors of your Company have individually and severally given adeclaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 rules made thereunder aswell as applicable provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
CHANGE IN THE NATURE OF BUSINESS:
During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Textile Sector.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure A".
NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members .Thedetails of this policy are explained in the Corporate Governance Report. The Nomination& Remuneration Policy is annexed as "Annexure B" to this Report.
Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013as well as Part C of Schedule II of the Listing Regulations. The composition ofthe Audit Committee detail of terms of reference number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into by the Company during thefinancial year under review were on arms' length basis and in the ordinary course ofbusiness. There are no material significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at largehence Form AOC-2 is not applicable to the Company. The policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Company's website at the link:http://vpl.visagar.com/attachments/policyrtp.pdf.
AUDITORS & THEIR REPORT:
a) Change in Statutory Auditor:
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Sudhir M. Desai & Co. CharteredAccountants (Firm Reg. No. 125516W) Mumbai the Auditors of your Company shall holdoffice till the conclusion of the ensuing AGM and they shall not be eligible for reappointment due to expiry of the maximum permissible tenure as the Auditors of yourCompany. Your Board places on record its deep appreciation for the valuable contributionsof the Auditors during their long association and wishes them success in the future.
Based on the recommendation of the Audit Committee your Board at its meeting held onMay 30 2017 appointed M/s. Sorabh R Agrawal & Co. (Firm Registration No. 144123W) asthe Auditors of the Company in place of the retiring auditors M/s. Sudhir M. Desai &Co. Chartered Accountants to hold office from the conclusion of the ensuing 34thAGM until conclusion of the 39th AGM of your Company to be held in the year2022 subject to approval of the Members of the Company at the ensuing AGM andratification by the Members of the Company every year thereafter if required.
Your Company has received a certificate from M/s. Sorabh R Agrawal & Co. CharteredAccountants confirming their eligibility to be appointed as Auditors of the Company interms of the provisions of Section 141 of the Companies Act 2013 and Rules framedthereunder. The proposal for their appointment has been included in the Notice conveningthe 34th AGM for obtaining approval of the Members of the Company.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mrs. Averil Pinto PractisingCompany Secretary as Secretarial Auditors to undertake Secretarial Audit of the Companyfor the financial year ended March 31 2017. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of thisreport.
Secretarial Auditor has made and mentioned the following observation in its report:
Nomination and Remuneration Committee was Re- Constituted on 12th November2016 and Mr. Tiiokchand
Kothari Managing Director was appointed as it's Member. The Constitution of Nominationand Remuneration Committee is not in accordance with provision of section 178 of theCompanies Act 2013.
With respect to the above observation made by the Secretarial Auditor your Directorswould like to clarify that pursuant to the resignation of Mr. Kamal Ahuja from theDirectorship of the Company it was necessary to reconstitute the Nomination &Remuneration Committee as Mr. Ahuja held Membership of the Committee. Hence Mr.Tilokchand Kothari was inducted as Member of the Committee. In accordance with provisionsof Section 178 of the Companies Act 2013 one more Member is required to be inducted inthe Committee in the capacity of either Independent or non-executive Director. Since atpresent there is no such Director on the Board the Company will appoint a competentperson on the Board who shall be further inducted in the Committee after which theconstitution of the Committee will be in accordance with guiding provisions.
M/s. Lakhpat M Trivedi & Co. Chartered Accountants Mumbai (Registration No.109047) was appointed as Internal Auditor of the Company for the FY 2016-2017 and theInternal Audit Report prepared by them was placed before the Audit Committee.
Risk Management is a risk based approach to manage an enterprise identifying eventsthat may affect the entity and manage risks to provide reasonable assurance regardingachievement of entity's objective. The risk management process consists of riskidentification risk assessment risk prioritization risk treatment or mitigation riskmonitoring and documenting the new risks. The Company has laid a comprehensive RiskAssessment and Minimization Procedure which is reviewed by the Audit committee andapproved by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. In theopinion of your Board none of the risks which have been identified may threaten theexistence of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:
Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year ended March 31 2017 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2017 to which financial results relate and the date of the Report.
CORPORATE SOCIAL RESPONSIBILITY:
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this Report.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
The fixed assets of the Company have been adequately insured.
DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares.The status of dematerialisation of shares as on March 31 2017is mentioned in theCorporate Governance section which forms part of this Report.
LISTING OF SHARES:
The shares of your Company are listed at National Stock Exchange of India Limited andBSE Limited. The applicable Annual Listing fees have been paid to both the Stock Exchangefor the financial year 2016-17.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act 2013and Regulation 22 of theListing Regulations the Company has formulated Whistle Blower Policy for vigil mechanismof Directors and employees to report to the management about the unethical behavior fraudor violation of Company's code of conduct. The mechanism provides for adequate safeguardsagainst victimization of employees and Directors who use such mechanism and makesprovision for direct access to the chairman of the Audit Committee in exceptional cases.None of the personnel of the Company has been denied access to the Audit Committee.
The Policy is also available on the web-site at the web- linkhttp://vpl.visagar.com/attachments/WhistleblowerVigilPolicy.pdf.TheAudit Committee of Directors are entrusted with the responsibility to oversee the Vigilmechanism. During the year 2016-17 no complaints were received.
PARTICULARS OF EMPLOYEES:
Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:
Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134[m] of the Act read with theCompanies [Accounts] Rules 2014 are provided in the Annexure D' and formspart of this Report.
PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.
Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and cooperation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.
| ||By Order of the Board of Directors |
| ||For Visagar Polytex Limited |
| ||Tilokchand Kothari |
|Place: Mumbai ||Chairman & Managing Director |
|Date: May 30 2017 ||DIN:00413627 |