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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

DIRECTORS' REPORT

To the Members

Your Directors present the 25th Annual Report of the Company together with the AuditedStatements of Accounts for the financial year ended 31st March 2017.

FINANCIAL RESULTS FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2017 and 31.03.2016 are as under:(RS.IN LACS)

YEAR ENDED 31.03.2017 YEAR ENDED 31.03.2016
SALES 204.99 142.29
OTHER INCOME 4.89 14.55
TOTAL EXPENDITURE 161.09 127.42
GROSS PROFIT 48.84 29.42
INTEREST & BANK CHARGES 15.85 14.46
DEPRECIATION 52.71 111.26
PROFIT BEFORE EXTRA ORDINARY ITEMS & TAX (19.72) (96.29)
EXTRA ORDINARY ITEMS (9.69) -
PROFIT BEFORE TAX (29.41) (26.39)
PROFIT AFTER TAX (20.64) (69.90)
SHARE CAPITAL 590.10 590.10
RESERVES (EXCLUDING CAPITAL/ REVALUATION RESERVE) - -
REVALUATION RESERVE - (227.67)
EARNING PER SHARES (EPS) (0.35) (1.18)
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 7 times on 12.05.2016 13.07.2016 26.07.2016 02.08.2016 30.08.201615.11.2016 & 15.02.2017 during the year The names and categories of the Directors onthe Board their attendance at Board Meetings during the year and at the Last AnnualGeneral Meeting and number of companies in which the Director is a member or its committeeare as follows:

DIRECTORS

Mr. Sunil Dutt ((DIN 01514028) who retire from the Board of Directors by rotation andbeing eligible for re- appointment has offered himself for re-appointment.

Mr. Anil Giri the whole time Director whose term of 5 years has completed is notinterested for re-appointment due to his personal reasons and other engagements. The Boardexpressed its gratitude for Mr. Giri's services and contributions during his tenure on theBoard of Company.

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) was appointed for 3 years will retire at the conclusion of theAnnual General Meeting for the period of Financial Year 2018-19 but his appointment has tobe ratified for each year. Your Board recommends their ratification as statuary auditorsof the Company for the period related to the Financial Year 2017-18.

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 the Secretarial Audit of the Company. The Secretarialaudit report submitted by the Secretarial Auditors for the year ended 31st March 2017 isattached in Annexure I.

The number-wise comments of management of the company on the secretarial audit report:1 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 March2017 the applicable Ac - counting Standards had been followed along with properexplanation relating 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 Com- pany at the end of the financial year and ofthe profit /loss for the year under consideration

3. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in ac- cordance with the provisions of the Companies Act2013 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 2017 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 the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and no commission is being drawn by theManaging Director and Whole Time Director as well as the other 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 Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished 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.

ADDITIONAL 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: 01st September 2017 (Chairman)