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Vogue Textiles Ltd.

BSE: 530583 Sector: Industrials
NSE: N.A. ISIN Code: INE047F01012
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Vogue Textiles Ltd. (VOGUETEXTILES) - Director Report

Company director report

To the Members

Your Directors present the 24th Annual Report of the Company together with the AuditedStatements of Accounts for the financial year ended 31st March 2016.

FINANCIAL RESULTS FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2016 and 31.03.2015 are as under:

(RS.IN LACS)
YEAR ENDED 31.03.2016 YEAR ENDED 31.03.2015
SALE 142.29 195.06
OTHER INCOME 14.55 13.57
TOTAL EXPENDITURE 127.42 199.70
GROSS PROFIT 29.42 8.93
INTEREST & BANK CHARGES 14.46 2.69
DEPRECIATION 111.26 13.19
PROFIT BEFORE EXTRA ORDINARY ITEMS & TAX (96.29) (6.95)
EXTRA ORDINARY ITEMS - 0.15
PROFIT BEFORE TAX (26.39) (7.10)
PROFIT AFTER TAX (69.90) (11.36)
SHARE CAPITAL 590.10 590.10
RESERVES (EXCLUDING CAPITAL/ REVALUATION RESERVE) - -
REVALUATION RESERVE (227.67) 12.51
EARNING PER SHARES (EPS) (1.18) (0.19)
DIVIDEND - -

BOARD EVALUATION

Pursuant to Section 134(3) of the Companies Act 2013 Independent Directors haveevaluated the quality quantity and timeliness of the flow of information between theManagement and the Board Performance of the Board as a whole and its Members and otherrequired matters. The Nomination Committee has laid down evaluation criteria forperformance evaluation of Independent Directors which will be based on attendanceexpertise and contribution brought in by the independent Director at the Board Meetingwhich shall be taken into account at the time of re- appointment of independent Director

MEETINGS OF THE BOARD

The Board Met 10 times on 13.05.2015 15.05.2015 09.08.2015 12.08.2015 07.09.201514.09.2015 25.09.2015 06.10.2015 14.10.2015 & 12.02.2016 during the year. Thenames and categories of the Directors on the Board their attendance at Board Meetingsduring the year and at the Last Annual General Meeting and number of companies in whichthe Director is a member or its committee are as follows:

DIRECTORS

Mr. Anil Dutt ((DIN 01568921) & Akanksha Dutt (DIN 06459198) who retire from theBoard of Directors by rotation and being eligible for re-appointment have offeredthemselves for re-appointment.

COMMITTEES OF THE BOARD

(A) AUDIT COMMITTEE

The Role and Terms of reference of the Audit Committee are in accordance with therequirements of the Companies Act 2013 and Clause 49 of the Listing Agreement with theStock Exchange(s). The Audit Committee periodically reviews the Financial reports &Statements adequacy of the internal control systems and reporting from Unit Heads.

(B) STAKE HOLDER RELATIONSHIP COMMITTEE

The Stake Holder Relationship Committee has been constituted to redress the complaintsof Investors to oversee the Performance of Registrar and Transfer Agent M/s AlankitAsssignments Ltd.

AUDITORS & AUDITOR’S REPORT

The Auditors of the Company M/s. Bahl & Batra Chartered Accountants (FirmRegistration No-018250N) retire at the conclusion of the ensuing 24th Annual GeneralMeeting and have confirmed their eligibility & willingness to accept office ifre-appointed. Your Board recommends their re-appointment as statuary auditors of theCompany from the conclusion of 24th Annual General Meeting to the conclusion of the 27thAnnual General Meeting.

SECRETARIAL AUDIT

Pursuant to the Section 204 of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s.Shallu Sharma & Associates a Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial audit report submitted by theSecretarial Auditors for the year ended 31st March 2016 is attached in Annexure I.

The number-wise comments of management of the company on the secretarial audit report:

1 The whole CSR fund not fully spent

2 Revocation of suspension of trading of scrip of company at BSE.

DIRECTOR’S RESPONSIBILTY STATEMENT

As Required under section 134 of the Companies Act 2013 the Directors hereby confirm:

1. That in the preparation of annual accounts for the financial year ended 31st March2016 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

2. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that were 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 /loss for the year under

3. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

4. That they have prepared the annual accounts of the Company for the financial yearended 31st March 2016 on a going concern basis.

RELATED PARTY TRANSACTION

The transaction with related party entered into by the Company are periodically placedbefore the audit committee for its approval. No transaction with the related party ismaterial in nature in accordance with Company’s RELATED Party Transaction Policy inaccordance with Accounting Standard -18 ( Related Party Disclosures ) the details oftransaction with related parties are set out in Note No-B of 7 of disclosures forming partof Financial Statements.

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of thecompany is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No employee of the Company drawing remuneration in excess of the set limits in terms ofthe provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and nocommission is being drawn by the Managing Director and Whole Time Director as well as theother directors from the Company.

PUBLIC DEPOSIT

During the year under review the Company has not accepted nor renewed any depositsfrom public.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureII & III and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company’s existence are very minimal.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of

Directors payment of Managerial remuneration Directors qualifications positiveattributes independence of

Directors and other related matters as provided under Section 178(3) of the CompaniesAct 2013 is furnished in Annexure V attached to this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

ADITIONAL INFORMATION

A Report on Corporate Governance and Management Discussion and Analysis under clause-49of the Listing

Agreement is attached.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in AnnexureIV and is attached to this Report.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by the creditors investors Government Authorities Banks and theManagement Team and look forward to their continued support in the future . The Directorsalso wish to place on record their appreciation for the all round Co-operation andcontribution made by the employees at all Levels.

For & On behalf of the Board of Directors Sd/-
Place: New Delhi Sunil Dutt
Date : 30th August 2016 (Chairman)