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Vishal Fabrics Ltd.

BSE: 538598 Sector: Industrials
NSE: N.A. ISIN Code: INE755Q01025
BSE LIVE 15:40 | 22 Nov 261.80 8.80
(3.48%)
OPEN

265.10

HIGH

265.10

LOW

260.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 265.10
PREVIOUS CLOSE 253.00
VOLUME 520
52-Week high 265.10
52-Week low 85.39
P/E 109.08
Mkt Cap.(Rs cr) 1,150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 265.10
CLOSE 253.00
VOLUME 520
52-Week high 265.10
52-Week low 85.39
P/E 109.08
Mkt Cap.(Rs cr) 1,150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vishal Fabrics Ltd. (VISHALFABRICS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 31st Annual Report along with AuditedFinancial Statements for the year ended March 31 2016.

FINANCIAL RESULTS (Rs. in Lacs)
PARTICULARS 2015-16 2014-15
Net revenue from operations 27357.80 22362.65
Profit Before Depreciation & Tax 2123.60 1297.88
Less : Depreciation 343.94 305.85
Profit Before Tax 1780.97 992.03
Less : Provision for Taxation (Including Deferred Tax) 354.78 58.43
Profit After Tax 1426.19 933.60
Earnings per share (in Rs) 10.83 7.85

OPERATIONS

During the year under review your Company has achieved a turnover of Rs. 27357.80 Lacas compared to a turnover of Rs. 22362.65 Lac over the previous Financial Year which showsincrease of 22.34%. The Profit Before Depreciation and Tax increased by 63.62% to Rs.2123.60 Lac as compared to Rs. 1297.88 Lac in the Financial Year 2014-15. The Profit AfterTax stood at Rs. 1426.19 Lac against Rs. 933.60 Lac in the previous year recording agrowth of 52.76%.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31 2016 was Rs. 1317.40Lacs. During the year under review the Company has not issued shares with differentialvoting rights and sweat equity shares.

TRANSFERS TO RESERVES

During the financial year under review the Company was not requiredto transfer anyamount to any reserves.

DIVIDEND

The Board of Directors has not recommended any dividend during the year under review.

PUBLIC DEPOSITS

Your company has not accepted any Deposits from the public during the year under review

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

BOARD OF DIRECTORS

The Board of Directors at its meeting held on May 28 2015 appointed Mr. ShubhankarJha as Additional Director of the Company in the category of Non - Executive IndependentDirector. The appointment was also approved by the shareholders at the Annual GeneralMeeting held on September 28 2015.

Directors retiring by rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles ofAssociation Mr. Amit Kadmawala (DIN: 07016454) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Necessaryresolution for his re-appointment is placed before the shareholders for approval. TheBoard recommends his re-appointment.

Declaration from Independent Directors

Your Company has received declaration from the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the Section 149(6) of CompaniesAct 2013 read with Rules made thereunder.

Criteria for appointment of Independent Directors

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to theCompany’s business.

Criteria for appointment of Managing Directors / Whole -

Time Directors

The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 the

Nomination and Remuneration Committee has laid down the criteria for evaluation of theperformance of individual Directors and the Board as a whole. Based on the criteria theexercise of evaluation was carried out through a structured process covering variousaspects of the Board functioning such as composition of the Board and committeesexperience & expertise performance of specific duties & obligations attendancecontribution at meetings etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Director. The performance of theIndependent Directors was carried out by the entire Board (excluding the Director beingevaluated). The Directors expressed their satisfaction with the evaluation process.

SUBSIDIARY COMPANY

The Company has no subsidiaries.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT - 9 is annexed herewith as Annexure - I tothis Report.

INSURANCE

All assets of the company including inventories building plant and machineries areadequately insured.

RELATED PARTY TRANSACTIONS

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. Transactions betweenrelated parties were performed on arm’s length price. The details of transactionswith the Company and related parties are given as information under notes to Accounts andForm AOC 2 as Annexure II.

RISKS MANAGEMENT POLICY

In line with the regulatory requirements the Company has framed a Risk ManagementPolicy to identify and access the key business risk areas and a risk mitigation process. Adetailed exercise is being carried out at regular intervals to identify evaluate manageand monitor all business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the Policy is posted on the Company’s website.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) ACT 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16:

No. of Complaints received: NIL

No. of Complaints disposed off: NIL

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the

Directors confirm that:

(i) that in the preparation of the accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and of the profit of the company for the year under review;

(iii)that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv)that the Directors have prepared the accounts for the financial year on goingconcern basis;

(v) the Directors have laid down internal financial controls which are adequate andwere operating effectively.

(vi)the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

A. STATUTORY AUDITORS

M/s Anil S. Shah & Co Chartered Accountants Statutory Auditors of the Companyhold office till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment. The Notes on financial statement referred to inthe Auditors’ Report are self-explanatory and do not call for any further comments.The Auditors’ Report does not contain any qualification reservation or adverseremark.

B. COST AUDITORS

The Board of Directors have appointed M/s. A.G. Tulsian and Co. Cost Accountants asCost Auditors to audit cost records of the Company for the financial year 2016-17. Aresolution seeking members’ approval for the remuneration payable to them forms partof the Notice convening the AGM. Cost Audit Report for the Financial Year 2015-16 wasfiled with the Central Government pursuant to Section 148 of the Companies Act 2013 readwith The Companies (Cost Records and Audit) Amendment Rules 2016.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Jatin Kapadia Practising Company Secretary to conduct Secretarial Auditfor the financial year 2015-16. The Secretarial Audit Report is annexed herewith asAnnexure - III. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of the Company held during the year underreview are set out in the Corporate Governance Report which forms part of this AnnualReport.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance as stipulated in Schedule V of Regulation 34(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report. Certificate from the Practising Company Secretary confirming compliance ofthe conditions of Corporate Governance as stipulated under the aforesaid also forms partof the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee in their BoardMeeting held on May 28 2015. A meeting of the Committee was held on 07.11.2015 where atit was decided to spend Rs. 10 Lacs towards the CSR activities. The Company is identifyingprojects on which the expenditure for the financial year 2015-16 could be made.

INTERNAL CONTROL SYSTEM

The details in respect of the internal financial control and their adequacy areincluded in Management Discussion and Analysis Report which forms part of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are providedin the Annexure - IV to this report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure V to thisReport.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks customers business associates and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the executives employees staff and workers ofthe Company.

For and on behalf of the Board
Sd/- Sd/-
Jyotiprasad Chiripal Amit Kadmawala
Date : 23rd August 2016 Managing Director Whole-time Director
Place: Ahmedabad DIN: 00155695 DIN: 07016454