Your Directors are pleased to present the 54th Annual Report together withAudited Financial Statements and Auditor's Report for the financial year ended 31stMarch 2021.
| || || |
(Rs. in Crores)
|Particulars || |
| ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Revenue from Operations ||613.22 ||1709.99 ||618.56 ||1714.35 |
|Profit before depreciation Interest and Tax ||(17.52) ||269.25 ||(16.92) ||306.72 |
|Finance cost ||28.34 ||21.63 ||2 9.75 ||23.00 |
|Depreciation and Amortisation expenses ||67.03 ||78.00 ||7 7.94 ||86.81 |
|Profit before tax and Exceptional/Extraordinary Items ||(112.89) ||169.62 ||(124.61) ||196.91 |
|Exceptional/Extraordinary Items- Expense ||- ||48.50 ||- ||48.50 |
|Profit Before Tax/Loss ||(112.89) ||121.12 ||(124.61) ||148.41 |
|Tax expenses ||(28.36) ||32.39 ||(27.12) ||36.68 |
|Profit/Loss for the year ||(84.53) ||88.73 ||(97.49) ||111.73 |
OVERALL PERFORMANCE AND OUTLOOK
During the financial year ended 31st March 2021 revenue from Operationswas Rs.613.22 crores as against Rs.1709.99 crores during the previous year registering adecline in growth of 64.14%. Loss before exceptional items and tax was at Rs.112.89 croresas against Profit before exceptional items and tax of Rs.169.62 crores in the previousyear. Loss after Tax for the year under review was at Rs.84.53 crores as against Profitafter tax of Rs.88.73 crores in the previous year.
During the financial year ended 31st March 2021 revenue from Operationswas Rs.618.56 crores as against Rs.1714.35 crores during the previous year registering adecline in growth of 63.92%. Loss before exceptional items and tax was at Rs.124.61 croresas against Profit before exceptional items Rs.196.91 crores in the previous year. Lossafter Tax for the year under review was at Rs.97.49 crores against Proft after tax ofRs.111.73 crores in the previous year.
A detailed analysis of the operations of your Company during the year under review isincluded in the Management Discussion and Analysis forming part of this Annual Report.
EXPORTS AND INTERNATIONAL OPERATIONS
During the year International business has de-grown due to the continuing outbreak ofCovid-19 throughout the year. The Company has started focusing on international businessand is expecting to show results in international business in next few years.
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at http://www.vipindustries.co.in/financial-information.php.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have been dulyfollowed by the Company.
NUMBER Of MEETINGS Of THE BOARD
During the financial year ended 31st March 20217 (seven) Board meetingswere held with a minimum of one meeting in each quarter and the gap between twoconsecutive Board meetings was less than one hundred and twenty days. For details of themeetings of the Board please refer to the Corporate Governance Report which forms partof this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement based on their knowledge and beliefand the information and explanations obtained your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(b) such accounting policies selected and applied consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company for the financial year ended 31st March 2021 and ofthe profit and loss of your Company for that period;
(c) proper and sufficient care has been taken 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;
(d) annual accounts for the financial year ended 31st March 2021 have beenprepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to section 134(3)(d) of the Act your Company confirm having receivednecessary declarations from all the Independent Directors under section 149(7) of theCompanies Act 2013 declaring that they meet the criteria of independence laid down underSection 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management Personnel and their remuneration. This policy formulates the criteriafor determining qualifications competencies positive attributes and independence for theappointment of a Director (executive/non-executive) and also the criteria for determiningthe remuneration of the Directors KMP and other employees. Nomination and RemunerationPolicy of the Company has been displayed on the Company's website at the link -http://www.vipindustries.co.in/policies.php
In the Annual General Meeting (AGM) held on 28th July 2016 M/s. PriceWaterhouse Chartered Accountants LLP Chartered Accountants (Firm Registration No.012754N/N500016) have been appointed as Statutory Auditors of the Company for a periodof 5(five) years commencing from the conclusion of 49th AGM till the conclusion of54th AGM of the Company. The Board of Directors at its meeting held on 25thMay 2021 has recommended the appointment of M/s. Price Waterhouse Chartered AccountantsLLP CharteredAccountants for a period of 5 years i.e. upto the conclusion of 59thAnnual General Meeting of the Company to be held in the financial year 2025-26.
The Notes on financial statements referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143 (12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactments(s) thereof for the time being in force.
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors of your Company have reappointed M/s. Ragini Chokshi & Co. CompanySecretaries in Practice to undertake the Secretarial Audit of your Company for thefinancial year 2021-22. The Secretarial Audit Report for the financial year 2021-21 formspart of this Annual Report and is annexed as Annexure "A" to the Board'sreport. The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans or guarantees made by the Company under Section 186 of theCompanies Act 2013 (the Act) during the year under review. Details of investments madeunder the provisions of Section 186 of the Act as on 31st March 2021 are setout in Note 7 and 8 to the Standalone Financial Statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has established a Policy for determining related party transactions. TheAudit Committee oversees the related party transactions. Related Party Transaction Policyof the Company has been displayed on the Company's website at the link -http://www.vipindustries.co.in/policies.php.
All contracts or arrangements entered into by the Company with Related Parties havebeen done at arm's length and are in the ordinary course of business.
Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of such transactions are provided in Form AOC-2which is annexed herewith as Annexure "B" to this report. Related Partydisclosures as per IndAS have been provided in Note No. 45 of Standalone FinancialStatements.
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the ManagementDiscussion and Analysis. Management Discussion and Analysis for the year under review asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (LODR) is presented in a separate section forming part of this Annual Report.
The Company is not required to maintain cost records under Section 148(1) of theCompanies Act 2013.
RESERVES & DIVIDEND
During the year under review as well as during the previous year the Company hastransferred Rs.0.62 crores to the General Reserves. As on 31st March 2021Reserves and Surplus of the Company were at Rs.440.23 crores including retained earningsof Rs.191.46 crores. In view of the losses incurred by the Company during the year underreview the Board of Directors has not recommended any dividend for the year.
The Board has approved and adopted the Dividend Distribution Policy and the same hasbeen displayed on the Company's website at the link -http://www.vipindustries.co.in/policies.php
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no adverse material changes or commitments occurred after 31stMarch 2021 which may affect the financial position of the Company or may requiredisclosure.
CONSERVATION OF ENERGY TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure "C" as attached to this report.
RISK MANAGEMENT POLICY
The Company has a robust risk management framework comprising risk governance structureand defined risk management processes. The risk governance structure of the Company is aformal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass riskidentification classification and evaluation. The Company identifies all strategicoperational and financial risks that the Company faces by assessing and analysing thelatest trends in risk information available internally and externally and using the sameto plan for risk management activities.
As a part of the Company's strategic planning process the Directors have reviewed therisk management policy and processes and also the risks faced by the Company and thecorresponding risk mitigation plans deployed. The Company is on track in respect of itsrisk mitigation activities. The Risk Management Committee overseas the risk managementprocess.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) expenditure incurred by your Company during thefinancial year 2020-21 was Rs.3.48 Crores which was of the average profit for the lastthree financial years.
CSR Committee of the Company comprises of Mr. D. K. Poddar (Chairman of CSR Committee)Mr. Dilip G. Piramal and Ms. Radhika Piramal.
The Annual Report on CSR activities that includes details about CSR Policy developedand implemented by the Company and CSR initiatives taken during the financial year 2020-21is in accordance with Section 135 of the Companies Act 2013 and Companies (CorporateSocial Responsibility Policy) Rules 2014 and is annexed herewith as Annexure"D" to this Report. The CSR policy is placed on the Company's website athttp://www.vipindustries.co.in/policies.php.
Pursuant to provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof the performance of the Board its Committees and of individual Directors. Performanceevaluation has been carried out as per the Nomination & Remuneration Policy of theCompany.
Ms. Nisaba Godrej was appointed as an Independent Director for a term of 2 (Two) yearsw.e.f. 1st April 2019 to 31st March 2021. Based on therecommendation of the Nomination and Remuneration Committee her re-appointment for asecond term of five years is proposed at the ensuing AGM for the approval of the Membersby way of special resolution which forms art of the Annual general Meeting Notice.
Mr. Anindya Dutta was appointed as an Additional Director of the Company w.e.f. 1stFebruary 2021. Mr. Anindya Dutta was appointed as Managing Director by the Board ofDirectors w.e.f. 1st February 2021.
Retiring by rotation
Mr. Radhika Piramal (DIN-02105221) Executive Vice Chairperson of your Company retiresby rotation and being eligible offers herself for re-appointment. The Board recommends herre-appointment and the same forms part of the notice of Annual General Meeting. Thedisclosures required regarding appointment/re-appointment Ms. Nisaba Godrej Ms. RadhikaPiramal and Mr. Anindya Dutta pursuant to Regulation 36(3) of the SEBI Listing Regulationsand Secretarial Standard on General Meeting issued by The Institute of Company Secretariesof India are given in the Notice of AGM forming part of the Annual Report.
Mr. Sudip Ghose resigned from the post of Managing Director of the Company with effectfrom 30th January 2021. Your Directors place on record deep appreciations forthe valuable services rendered by Mr. Sudip Ghose during his tenure with the Company.
name of the companies which have become/ceased to be subsidiaries joint venture orassociate companies during the year
Blow Plast Retail Limited (BPRL) VIP Industries Bangladesh Private Limited VIPIndustries BD Manufacturing Private Limited VIP Luggage BD Private Limited andVIPAccessories BD Private Limited continued to be the wholly owned subsidiarycompanies ofthe Company. BPRL is a non-material non listed subsidiary of the Company pursuant toLODR.
Accordingly as on 31st March 2021 the Company has 1 Indian and 4 overseaswholly owned Subsidiaries.
During the year under review no companies have become/ceased to be joint venture orassociate companies of the Company.
A statement containing the salient features of financial statements of subsidiaries asper 129(3) of the Act is also included in this Annual Report in form AOC-1 presented inseparate section forming part of the financial statement. The financial statements of thesubsidiary companies are available for inspection on the Company's website -https://vipindustries.co.in/ financial-information.php.
The Policy for determining "Material" subsidiaries has been displayed on theCompany's website - http://www.vipindustries.co.in/ policies.php
During the year under review your Company raised funds through issue of 1000 and 500Fully Paid Rated Listed Secured Redeemable Non-Convertible Debentures having facevalue of Rs.1000000 each of the aggregate Nominal Value of Rs.100 crore and Rs.50 crorerespectively on a Private Placement basis. These NCD's are listed with BSE Limited. Theissue proceeds of the NCDs were used for general corporate purposes including but notlimited to refinancing of the existing debt capital expenditure long-term workingcapital investment in mutual fund and for the business operations. Interest on the saidNCD's will be paid on time as per the relevant provisions of the Companies Act 2013 andthe Listing Regulations. The Company has complied with all the applicable provisions ofthe Listing Regulations with respect to the said listed debentures.
During the year under review CRISIL Ratings has reaffirmed its 'CRISILAA/Stable/CRISIL A1+' ratings to the Non-Convertible Debentures (NCD) programme and bankfacilities of the Company.
During the year under review your Company has not accepted any deposits. Your Companydoes not have any unclaimed deposit as at 31st March 2021.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and your Company's operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference tothe financial statements. The Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. During the year such controls were tested and no reportablematerial weaknesses in design or operation were observed.
REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of this Report. Therequisite certificate from Practicing Company Secretary confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.
Business Responsibility Report as stipulated in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms an integral part of this Report.
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with your Company's procedures and practices.Periodic presentations are made at the Board Meetings and the Committee Meetings onbusiness and performance updates of your Company global business environment businessstrategy and risks involved. The details of programmes for familiarisation for IndependentDirectors are posted on the website of the Company and can be accessed athttp://www.vipindustries.co.in/corporate-governance.php.
Every new Independent Director of the Board is required to attend an orientationprogram to familiarize the new inductees with the strategy operations and functions ofyour Company. The Executive Directors/Senior Management personnel make presentations tothe inductees about your Company's strategy operations products markets finance humanresources technology quality facilities and risk management.
Your Company has established a Vigil Mechanism Policy for your Directors employees andstakeholders to safeguard against victimization of persons who use vigil mechanism andreport genuine concerns. The Audit Committee oversees the vigil mechanism complaints. TheVigil Mechanism Policy of the Company has been displayed on the Company's website at thelink - http://www.vipindustries.co.in/policies.php.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('the Act') and Rules made thereunder your Companyhas complied with provisions relating to the constitution of the Internal ComplaintsCommittee under the Sexual Harassment Act. While maintaining the highest governance normsthe Company has also appointed external independent persons who have done work in thisarea and have requisite experience in handling such matters. During the year no sexualharassment complaint was received by the Company. In order to build awareness in thisarea the Company has been conducting programmes on a continuous basis.
employee STOCK APPRECIATION RIGHT (ESAR)
Pursuant to the approval of the Members at the Annual General Meeting held on 17thJuly 2018 the Company adopted V.I.P Employee Stock Appreciation Rights Plan 2018("ESRAP 2018"/ "Plan"). In accordance with ESARP 2018 the employee ofthe Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right(ESAR) which entitle them to receive appreciation in the value of the shares of theCompany at a future date and in a pre-determined manner where such appreciation issettled by way of allotment of shares of the Company. The Company confirms that the EASRP2018 complies with the provisions of SEBI (Shares Based Employee Benefit) Regulation2014.
Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliancewith SEBI (Shares Based Employee Benefits) Regulations 2014 are uploaded on the websiteof the Company at http://www.vipindustries.co.in/corporate- governance.php.
The Company has awarded 1515000 ESARs to the eligible employee(s) of the Company andits subsidiary(ies) under the ESARP Scheme 2018 which upon vesting shall convert into notmore than 706587 equity shares of the Company.
The paid-up Equity Share Capital of the Company as on 31st March 2021 stoodat Rs.28.26 crores. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on 31stMarch 2021 none of the Directors of the Company holds instruments convertible intoequity shares of the Company.
The Audit Committee comprises of Mr. D. K. Poddar (Chairman of Audit Committee) Mr.Dilip G. Piramal and Mr. Amit Jatia. All the recommendations made by the Audit Committeewere deliberated and accepted by the Board. For details of the meetings of the Committeeplease refer to the Corporate Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 (the Act) readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules forms part of this AnnualReport.
Having regard to the provisions of Section 136 of the Act the Annual Report excludingthe aforesaid information is being sent to the members of your Company. The saidinformation is available for inspection on the Company's website - http://www.vipindustries.co.in and any member desirous of obtaining such information may write to theSecretarial Department of your Company and the same will be furnished on request.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of yourCompany is furnished hereunder:
1. Your Directors' Remuneration (including commission and variable pay) to the medianremuneration of the employees of your Company for the year 2020-21 was as under:
|Director's Name ||Ratio of remuneration of each Director to the median employees' remuneration |
|Ms. Radhika Piramal ||71X |
|Mr. Anindya Dutta# ||16X |
|Mr. Sudip Ghose * ||121X |
#Appointed as Managing Director w.e.f. 1st February 2021
*Resigned from the position of the Managing Director of the Company w.e.f. 31stJanuary 2021
2. The Percentage increase in remuneration of all Executive Vice Chairperson ManagingDirector Chief Financial Officer and Company Secretary were as under:
|Name ||Designation ||Increase/Decrease (%) |
|Ms. Radhika Piramal ||Executive Vice Chairperson ||-31% |
|Mr. Sudip Ghose* ||Managing Director ||2% |
|Ms. Neetu Kashiramka ||Chief Financial Officer ||N.A. |
|Mr. Anand Daga ||Company Secretary & Head - Legal ||-27% |
*Resigned from the position of the Managing Director of the Company w.e.f. 31stJanuary 2021
3. The percentage decrease in the median remuneration of employees for the financialyear 2020-21 is around 33%. The percentage decrease in the median remuneration iscalculated for comparable employees and does not include employees who were not eligible.
4. The number of permanent employees on the rolls of the Company is 1348 (excluding theemployees of the Subsidiary companies).
5. The Percentage decrease in salaries of the managerial personnel at 50thpercentile is 27%. The Percentage decrease in salaries of the non-managerial personnel at50th percentile is 32%. The decrease in remuneration is due to Covid Pandemicwhich has hampered the performance of the Company to a great extent.
6. The remuneration paid to the Directors is as per the Remuneration Policy of theCompany.
During the year under review no Managing Director/Whole-time Director of the Companyare in receipt of any remuneration or commission from any of its subsidiaries.
Industrial relations remained cordial throughout the year under review.
Your Directors wish to place on record their appreciation for the dedicated services ofthe employees of your Company at all levels.
| ||By Order of the Board of Directors |
| ||Dilip G. Piramal |
|Place: Mumbai ||Chairman |
|Dated: 25th May 2021 ||(DIN No. 00032012) |