Your Directors are pleased to present their 33rd Annual Report forthe financial year ended March 31 2016:
| || ||(Rs. In Lacs) |
|Particulars ||Year Ended 31-03-2016 ||Year Ended 31-03-2015 |
|Revenue from Operations ||10317.87 ||6097.32 |
|Profit before depreciation and Tax ||201.43 ||341.62 |
|Less: Depreciation ||185.81 ||110.65 |
|Profit after depreciation and before Tax ||15.63 ||230.97 |
|Less : Provision For Tax ||5.00 ||60.00 |
|Less : Deffered Tax ||- ||- |
|Less : Short/ Excess earlier year ||- ||- |
|Net Profit ||10.63 ||170.97 |
|Add: Profit & Loss A/c balance of previous years ||2404.10 ||2253.28 |
|Appropriations: || || |
|Proposed Dividend ||55.40 ||16.79 |
|Interim Dividend ||- ||- |
|Dividend Distribution Tax ||11.08 ||3.36 |
|Transfer to Capital (Bonus 1:10) ||1678.64 ||- |
|Balance c/f to Balance Sheet as at 31.03.2016 ||669.61 ||2404.10 |
OPERATIONS AND FUTURE PLANS:
Your Company has seen an increase in turnover of the Company during the year underreview which accounted for Rs. 10317.87 Lakhs as compared to Rs. 6097.32 Lakhs in FY2014-15. The Net Profit has decreased significantly from Rs. 170.97 Lakhs in FY 2014-15 toRs. 10.63 Lakhs in FY 2015-16. The reason for the decrease in profit margin is attributedtowards raising expenses during the year depreciation being a significant aspect.
However your Company is optimistic about the coming year. Since the Company is tryingto reduce cost and expand its business your Director are hopeful that the results will bemore encouraging.
During the year Company had opened two showrooms at Mumbai and Jaipur under its Brandname 'VIVIDHA'. In addition Company has also launched its Home Based Opportunity Scheme(HBO] for aspiring women entrepreneurs where a woman with nominal capital could approachCompany. The Company would in turn provide its product for sale. In this way both Companyand the women entrepreneurs will get benefitted and the brand name of Company will beestablished.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2016.
As at March 31 2016 the authorised share capital of the Company was Rs. 190000000(Rupees Nineteen Crores Only) divided into 190000000 (Nineteen Crores) Equity Shares ofRe. 1/- (Rupee One Only) each. During the year Company had increased its AuthorizedCapital by Rs. 140000000 Crores.
As at March 31 2016 the paid-up Equity Share Capital of the Company stood at Rs.184650400 (Rupees Eighteen Crores Forty Six Lakhs Fifty Thousand and Four Hundred Only)divided into 184650400 (Eighteen Crores Forty Six Lakhs Fifty Thousand and Four Hundred)Equity Shares of Re. 1/- (Rupee One Only) each.
During the year the Company had issued 167864000 Equity Shares on June 02 2015 toits then existing shareholders in the ratio of 10:1 by way of capitalisation of freereserves which has resulted into increase in paid up share capital of the Company.
On February 10 2016 the Board had approved further issue of bonus shares in the ratioof 1:3 i.e. 61550134 Equity Shares by way of capitalization of reserves and put thematter before the Members for their approval. The consent of Members was accorded to thesaid issue. However the allotment procedure was not completed by the end of the year2015-16 and there was no impact on the capital structure of the Company because of thesubsequent bonus issue.
TRANSFER TO RESERVE:
The Board does not propose to make transfer to reserves for the year 2015-16 andinstead intends to retain the net profit of Rs. 1062520/- in the Profit & LossAccount for the year ended March 31 2016.
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.During the year no amount has been transferred to IEPF. The unclaimed dividend of Rs.19338.28/- declared for the year 2008-09 and approved on December 14 2009 falls due onDecember 13 2016. If the same is not claimed by the Members the said amount will betransferred 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. Shivesh Anugrah Singh has resigned from thedirectorship of the Company w.e.f. February 10 2016 citing personal reasons. The boardhas accepted his resignation in the Board Meeting held on February 10 2016. In the sameBoard Meeting Mr. Manish Kumar Gupta was appointed as an Additional Director(Non-Executive Independent) w.e.f. February 10 2016.
As at March 31 2016 the Key Managerial Personnels of the Company are Mr. TilokchandKothari (Managing Director) and Mr. Sagar Kothari (Chief Financial Officer).
During the year Mr. Sagar Kothari was appointed as Chief Financial Director witheffect from April 06 2015. Mr. Alok Jain who was Company Secretary & Compliance hadresigned from the Company w.e.f. May 20 2015. In absence of Company Secretary Mr.Tilokchand Kothari is designated as Compliance Officer in accordance with SEBI (ListingObligations and Disclosure requirements) Regulations 2015 till the time another CompanySecretary is appointed.
iii) Appointment of Independent Directors:
As stated above in accordance with the provisions of Section 149 and 152 and otherapplicable provisions of the Companies Act 2013 the Articles of Association of theCompany and relevant regulations of SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 entered with Stock Exchange the Board of Directors have appointed Mr.Manish Kumar Gupta (DIN: 05331936) w.e.f. February 10 2016 as an Additional Director(Independent Non-Executive) who shall hold office up to the ensuing Annual GeneralMeeting.
The Board recommends appointment of Mr. Manish Kumar Gupta at the ensuing AnnualGeneral Meeting as Non-Executive Independent Director for five consecutive years for aterm up to September 29 2021 or as on the date of 38th Annual General Meetingwhichever is earlier in accordance with Section 149 of the Companies Act 2013. In theopinion of the Board Mr. Gupta fulfills the conditions specified in the Companies Act2013 and rules made thereunder for his appointment as an Independent Director of theCompany.
iv) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of its various Committees. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report.
v) Meetings of the Board:
During the year ended 31st March 2016 Eight (8) Board Meetings were held bythe Company on April 06 2015; May 19 2015; May 30 2015; June 02 2015; August 14 2015;November 14 2015; January 25 2016 and February 10 2016. Details of the meetings and theattendance record of the Directors are mentioned in the Corporate Governance section whichforms part of this Report.
vi) 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 has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is annexed as "AnnexureB" to this Report.
Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013 as 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 related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://vpl.visagar.com/attachments/policyrtp.pdf .
AUDITORS & THEIR REPORT:
a) Statutory Auditor:
M/s. Sudhir M. Desai & Co. Chartered Accountant (Firm Reg. No. 125516W) Mumbaithe Statutory Auditors of the Company hold office till the conclusion of the ensuingAnnual General Meeting are eligible for re-appointment. They have expressed theirwillingness to be reappointed and have confirmed that their appointment if made will bein accordance with the provisions of Section 139 & 141 of the Companies Act 2013.
The Statutory Auditors M/s. Sudhir M. Desai & Co. Chartered Accountants haveissued their reports on Financial Statements for the year ended March 31 2016. There areno adverse remarks or qualifications in the said report. The Notes on Accounts referred toin the Auditors' Report are self-explanatory and do not call for any further comments.
Your Directors recommend reappointment of M/s. Sudhir M. Desai & Co. as theAuditors of the Company for the financial year 2016-17.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed M/s. Rituraj & AssociatesPractising Company Secretary as Secretarial Auditors to undertake secretarial audit of theCompany for the financial year ended March31 2016. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part ofthis report.
Secretarial Auditor has made and mentioned the following observation in its report:
Shri Alok Jain Company Secretary resign with effect from 20th May 2015.However the Company did not fill the casual vacancy within period of 6 months from thedate such vacancy i.e. on or before 19th Nov 2015 as require under Section 203Companies Act 2013.
With respect to the observation made by the Secretarial Auditor your Directors wouldlike to clarify that the Company had made all diligent efforts to appoint a CompanySecretary in place of Mr. Alok Jain. However the Company failed to get a suitablecandidate for the position. Your Directors assure you that as soon as Company find someoneappropriate no time would be wasted in the appointment.
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 Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
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 2016 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2016 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:
Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Company's Auditors on itscompliance 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 2016 is 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 2015-16.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has implemented a vigil mechanism policy todeal with instance of fraud and mismanagement if any. The policy also provides foradequate safeguards against victimization of persons who use such mechanism and makesprovision for direct access to the chairperson of the Audit Committee in all cases. ThePolicy is also available on the web-site at the web-linkhttp://vpl.visagar.com/attachments/WhistleblowerVigilPolicy.pdf .
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism. During the year 2015-16 no complaints were received.
SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval given on April 10 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. The Company is in compliance with the same.
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 forms partof this Report.
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 co-operation 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 2016 ||DIN: 00413627 |
Information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as provided under section 134[m] of the Companies Act 2013read with Rule No. 8 of the Companies [Accounts] Rules 2014
A. Conservation of Energy:
7. Steps taken or impact on conservation of energy:
The Company always gives its utmost priority on conversation of Energy. During theyear Company had purchased new machinery which carries low maintenance cost and areenergy efficient. Company from time to time also issues directives to the staff andlabour to conserve energy by switching off the devices when not in use. The operators atthe manufacturing unit are also informed to switch off machinery when not in use.
8. Steps taken for utilization of alternate sources of energy
There are no specific steps taken by the Company for utilising alternate sources ofenergy.
9. Capital Investment on energy conservation equipments
No capital investment has been made during the year on energy conservation equipments.
B. Technology absorption:
1. Efforts made towards technology absorption
During the year Company had purchased 22 multi-head embroidery machinery via High SeasSale Agreement made in the FY 2015-16 having technology like mix chain stitch and mixrhinestone.
2. Benefits Derived
With installation of new machineries your Company can provide umbrella solution forclients wherein complete services are provided at one stop itself. The clients are notrequired to go to different places for different works. With new technology Company cancreate a niche for itself in the market which will further have a positive impact on theCompany's business.
3. Details of technology imported in last three years:
Below are the details of new technology imported in last three years:
|a. Details of technology imported ||22 multi-head embroidery machinery via High Seas Sale Agreement amounting to Rs. 409.17 Lacs. |
|b. Year of import ||FY 2015-16 |
|c. Whether the technology been fully absorbed ||Yes |
|d. If not fully absorbed areas where absorption has not taken place and the reasons thereof; ||N.A. |
4. Expenditure incurred on Research and Development
The Company has incurred expenditure on designing which can be termed as research &development.
C. Foreign exchange earnings and outgo:
During the year there were no foreign exchange inflows or outgo.
Form for disclosure of particulars with respect to conservation of energy
|A) Power & Fuel Consumption ||Year ended 31.03.2016 ||Nine months period ended 31.03.2015 |
|1. Electricity Purchased || || |
|Units consumed ||215341 ||114905 |
|Total Amount ||Rs. 1582201 ||Rs. 966734.00 |
|Average Rate/Unit (in Rs.) ||Rs. 7.35 ||Rs. 8.41 |
|2. Diesel Consumed for Generators || || |
|Total Amount ||Rs. 119822.00 ||Rs. 84180.00 |
|B) Consumption per unit of production || || |
Currently the Company is involved in doing job work on the manufactured cloth. The perunit consumption of electricity cannot be measured as the unit is number of stitches whichcannot be calculated as the number are very high.