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Valson Industries Ltd.

BSE: 530459 Sector: Industrials
NSE: N.A. ISIN Code: INE808A01018
BSE 00:00 | 29 Jan 17.75 0.45
(2.60%)
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17.95

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NSE 05:30 | 01 Jan Valson Industries Ltd
OPEN 17.95
PREVIOUS CLOSE 17.30
VOLUME 1245
52-Week high 36.20
52-Week low 16.20
P/E 13.55
Mkt Cap.(Rs cr) 14
Buy Price 17.25
Buy Qty 1338.00
Sell Price 18.75
Sell Qty 100.00
OPEN 17.95
CLOSE 17.30
VOLUME 1245
52-Week high 36.20
52-Week low 16.20
P/E 13.55
Mkt Cap.(Rs cr) 14
Buy Price 17.25
Buy Qty 1338.00
Sell Price 18.75
Sell Qty 100.00

Valson Industries Ltd. (VALSONINDS) - Director Report

Company director report

TO THE MEMBERS OF VALSON INDUSTRIES LIMITED

The Directors take pleasure in presenting the Thirty Fifth Annual Report together withthe Audited Financial Statements for the year ended 31st March 2019. TheManagement Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of Financial Results for Valson Industries Limited for the financialyear 2018-19 are tabulated below:

(Rs. in Lakhs)
Particulars Year ending 31.03.19 Year ending 31.03.18
Revenue from operations 10482.39 9828.27
Operating Profit(PBOIDT) before other income and Interest and Depreciation and Tax 584.55 635.99
Finance Cost 81.34 54.73
Depreciation 306.75 287.88
Operating Profit before other income and extra ordinary activity (i.e. profit on Sale of Fixed Assets) 196.47 293.38
Other Income 48.46 64.19
Profit before Tax 244.92 357.57
Taxation 25.69 120.46
Profit after Tax 219.23 237.11
Other Comprehensive Income (Net) 1.92 0.54
Total Comprehensive Income 221.16 237.65
Balance of Profit brought forward 1780.81 1650.36
Amount available for appropriations 2001.97 1888.01
Appropriations:
Transfer to General Reserve 10.00 15.00
Dividend on Equity Shares 76.61 76.60
Dividend Tax on Equity Shares 15.75 15.60
Balance carried forward to Balance Sheet 1899.61 1780.81
Total 2001.97 1888.01
EPS (Basic & Diluted) 2.89 3.10

2. TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 10 Lakhs to the General Reserves.

3. DIVIDEND

The Board of Directors of your Company has recommended a dividend of Re. 1/- per equityshare in financial year 2018-19 for approval by shareholders at the 35th AnnualGeneral Meeting which if approved would result in a total liability arising to yourCompany of Rs. 92.29 Lakhs (including Dividend Distribution Tax of Rs. 15.60 Lakhs).

During the previous year (31st March 2018) your Company had declared afinal dividend of Re. 1/- per equity share of Rs. 10/- each amounting to Rs. 92.29 Lakhsincluding Dividend Distribution Tax of Rs. 15.75 Lakhs.

4. BUSINESS OPERATIONS & HIGHLIGHTS OF PERFORMANCE

Your Company is a leading manufacturer of polyester texturised dyed yarn and processorof cotton and other fancy yarns with customers having diverse uses. Quality Products andServices has been the top most priority and after continuous research and efforts yourCompany has ventured into the dyeing of various qualities of yarns. Your Company today haswide range of polyester dyed yarn with a strong market acceptance and niche position forexclusive shades and grades.

The management has decided to improve the quality and give the reproducibility ofdyeing production during the year the Company has gone for automisation and modernisationin dyeing system (Colour matching kitchen). Company has already installed the colourmatching kitchen in the LAB dept. now the company is matching and creates new shades fromthe automation machine of M/s. Technorama which has been successfully installed. On thebasis of the same the company had already order the automisation system for all dyeingmachines which will come in month of May and for the same the company has installedautomisation system in existing dyeing machines which will link to the main automaticcolour matching system. The said automisation and modernization of dyeing machines alongwith the necessary accessories (i.e. Automisation CAPEX) is of Rs. 399.00 Lakhs which hasbeen partly financed way of term loan from by Kotak Mahindra Bank (i.e. Rs. 275.00 Lakhs).

During the year 2018-2019 the company has incurred the CAPEX of Rs. 203.15 Lakhsagainst the said automisation and modernization project; the details are as under:

Assets Cost (Rs in Lakhs)
Indigenous Plant & Machinery 149.70
Errection Installation & Other Charges 20.57
Electrical Installation 3.56
Utilities & Ancillary Machinery 24.30
ERP Software 5.02
Total capital expenditure for the Vapi and Silli Unit 203.15

The company is confident that the said project will be completed till October 2019 andthe results will start coming from 3rd quarter of 2019-20. The said expansionwill support in the reduction of staff admin and other fixed cost and the quality will beperfect and we can give the reproducibility in a better way to the customer which resultinto increase in productivity and profitability.

There was no change in nature of business of your Company during the year underreview.

The said year was a very tough phase in textile industry and our company as well;please find below the highlights financial performances of your Company during thefinancial year 2018-2019:

1) There is increase of 6.66% in terms of Revenue from operations (Rs. 10482.39 Lakhs)compared to last year (Rs. 9892.46 Lakhs).

2) There is decline in growth of 7.7% in Texturising production (4347 MT) compared tolast year (4711 MT).

3) There is decline in growth of 10.61% in Twisting production (2333 MT) compared tolast year (2610 MT).

4) There is a marginal decline in growth of 3.9% in Sales (4896 MT) compared to lastyear (5096 MT).

5) During the year Company has availed term loan for need based expansions whichresulted in increase in finance cost to Rs. 83.38 Lakhs from Rs. 54.73 Lakhs (i.e.increase of 52.34%).

6) Depreciation is Rs. 306.75 Lakhs and has increased in comparison to last year (Rs.287.88 Lakhs).

7) The Operating Profit (PBOIDT) before other income and Interest and Depreciation andTax decreased by 8.8% Rs. 584.56 Lakhs as compared to last year amount of (Rs. 635.99Lakhs).

8) The Net after Tax decreased by 7.50% Rs. 221.16 Lakhs as compared to last year (Rs.237.65 Lakhs).

5. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year of your Company and date ofthis report.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2019 is Rs. 766.08 Lakhs.During the year under review your Company has not issued shares with differential votingrights nor granted stock options nor sweat equity. There was no change in your Company'sshare capital during the year under review. The Promoter and Promoter Group are holding5139517 shares equivalent to 67.09% of the total Issued and Paid-up Share Capital.

7. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2018 – 19 unclaimed Dividend of Rs. 60742/- was transferred tothe Investor Education and Protection Fund established by the Central Government incompliance with Section 125 of the Companies Act 2013 read with the Investor Educationand Protection Fund (Accounting Audit Transfer and Refund) Rules 2016. The said amountrepresent Dividend for the year 2010 – 11 which remain unclaimed for a period of 7years from its due date of payment.

8. DIRECTORS

8.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act 2013 and in terms of the Articles ofAssociation of your Company Mr. Varun S. Mutreja Director retires by rotation at theforthcoming Annual General Meeting. Being eligible he offers himself for re-appointment.

8.2 Re-Appointment of Director and Chief Executive Officer (CFO)

8.2.1. Your Company has at its Board Meeting held on 13th February 2019re-appointed Mr. Chandan Gupta and Mr. Surendrakumar Suri as Independent Directors for asecond consecutive term of 5 years w.e.f. 01st April 2019. The approval fromMembers has been proposed at Item No. 5 and 6 of the Notice of 35th AnnualGeneral Meeting.

8.2.2. Your Company has at its Board Meeting held on 30th May 2019re-appointed Mr. Suresh N. Mutreja as Chairman and Managing Director of your Companyw.e.f. 01st July 2019. The approval from Members has been proposed at Item No.7 of the Notice of 35th Annual General Meeting.

8.2.3. Your Company has at its Board Meeting held on 30th May 2019re-appointed Mr. Varun S. Mutreja as Whole-Time Director designated as Chief FinancialOfficer (CFO) of your Company w.e.f. 14th November 2019. The approval fromMembers has been proposed at Item No. 8 of the Notice of 35th Annual GeneralMeeting.

8.3 Declaration by Independent Directors

Your Company has received declarations from the Independent Directors of your Companyconfirming that they meet with the criteria of independence as prescribed both underSub-Section 6 of Section 149 of the Companies Act 2013 and under Regulation 17 of theSEBI (LODR) Regulations 2015.

8.4 Familiarisation Program for Independent Directors

The Program intends to provide insights into your Company so that the IndependentDirectors can understand your Company's business in depth and the roles rightsresponsibility that they are expected to perform / enjoy in your Company to keep themupdated on the operations and business of your Company thereby facilitating their activeparticipation in managing the affairs of your Company. In addition to the above Directorsare periodically advised about the changes effected in the Corporate Law SEBI (LODR)Regulations 2015 with regards to their roles rights and responsibilities as Directors ofyour Company.

8.5 Annual Board Evaluation

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the Board Committees in due compliance with theprovisions of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. Theperformance evaluation of the Independent Directors was carried by the entire Board andthe performance evaluation of the Chairman and Non – Independent Directors wascarried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in theNomination and Remuneration Policy of your Company.

8.6 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Companypursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) of theCompanies (Accounts) Rules 2014 framed there under:

1. Mr. Suresh N. Mutreja Chairman – Managing Director

2. Mrs. Asha S. Mutreja Whole – Time Director

3. Mr. Varun S. Mutreja Whole-Time Director – CFO

4. Mr. Kunal S. Mutreja Director – CEO

None of the Key Managerial Personnel have resigned during the year under review.

8.7 Remuneration Policy

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and Senior Management Employees. Thedetail of the same has been disclosed in the Corporate Governance Report.

8.8 Board Meetings

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 6 (Six) Board Meetings which were held on 05thApril 2018; 21st May 2018; 14th August 2018; 25thOctober 2018; 14th November 2018 and 13th February 2019. Themaximum interval between any two meetings did not exceed 120 days.

9. PARTICULARS OF EMPLOYEES

During the year there was no employee in receipt of remuneration as prescribed in theRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The prescribed particulars of Employees as required under Section 197 (12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as "Annexure A" and form part of this Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of your Company as at 31st March 2019 and of the profit of yourCompany for the year ended on that date;

c) that 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 your Company and for preventing and detecting fraud and otherirregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

11. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company maintains an adequate and effective Internal Control System commensuratewith its size and complexity. We believe that these internal control systems provideamong other things a reasonable assurance that transactions are executed with Managementauthorization and that they are recorded in all material respects to permit preparation offinancial statements in conformity with established accounting principles and that theassets of your Company are adequately safe-guarded against significant misuse or loss.

An independent Internal Audit function is an important element of your Company'sinternal control system. The internal control system is supplemented through an extensiveinternal audit programme and periodic review by Management and Audit Committee.

Your Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

The Audit Committee reviewed the audit program and findings of the Internal Auditdepartment and your Company when needed takes corrective actions.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries JointVenture or Associate Companies during the financial year 2018 19.

13. DEPOSITS

Your Company has not accepted deposits from the public. Your Company has accepteddeposit from the members and directors falling within the ambit of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The detailsrelating to Deposits covered under Chapter V of the Companies Act 2013 are tabled below:

(Rs. In Lakhs)
Sr. No. Particulars Amount
1. Accepted during the year 10.00
2. Remained unpaid or unclaimed as at the end of the year 138.00
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved:- NIL
(i) at the beginning of the year
(ii) maximum during the year
(iii) at the end of the year
4. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act. NIL

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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.

15. RELATED PARTY TRANSACTIONS

A Related Party Policy has been adopted by the Board of Directors at its meeting heldon 14th August 2014 for determining the materiality of transactions withrelated parties and dealings with them. The said policy may be referred to at yourCompany's official website at the web link http://valsonindia.com/investor-relations/.The Audit Committee reviews all related party transactions quarterly.

Further the members may note that your Company has not entered into the following kindsof related party transactions:

Contracts/arrangement/transactions which are not at arm's length basis

Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI(LODR) Regulations 2015]

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 is not applicable to your Company.

17. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureB".

18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

In line with the regulatory requirements your 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.

The inherent risks to the business of your Company are as follows:

a) Foreign Exchange Risk

b) Yarn Price Risk

c) Stiff Global Competition

d) Government Policy on incentives for exports

e) Risk elements in business transactions

f) Success of Cotton Crop

All the above risk has been discussed in the Management Discussion and Analysis Report.The Chairman and Managing Director CEO & CFO mitigate the risk with the help of theirdepth of knowledge of market assistance of senior management and forecast based onvarious data available with your Company. Your Company has developed the analysis ofmarket data which helps in decision making and to ensure the mitigation of the risk.

Your Company has not formed Risk Management Committee as it is not applicable underregulation 21 of the SEBI (LODR) Regulations 2015.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts Company andits future operations.

21. AUDITORS

21.1 Statutory Auditors

Your Company Auditors M/s. Bastawala And Associates Chartered Accountants who retireat the forthcoming Annual General Meeting of your Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of your Company.As required under regulation 33 of SEBI (LODR) Regulations 2015 the Auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of CharteredAccountants of India.

21.2 Statutory Auditors' Observations

The Report given by the Auditors on the financial statements of your Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by theAuditors in their Report.

21.3 Cost Audit

Vide notification dated 31 st December 2014; the Ministry of CorporateAffairs has issued Companies (Cost Records and Audit) Amendment Rules 2014. Further videnotification dated 14 th July 2016 the Ministry of Corporate Affairs hasamended the said rules. As per the said amendment the following are the limits applicableto cost records (Rule 3) and cost audit (Rule 4):

a) Limit under Rule 3 for Cost Records-

The applicable limit prescribed in respect of production of goods or providing servicesshall be Rs. 35 Crore or more during the immediately preceding financial year shallmaintain cost records for such product or services in their Books of Accounts.

b) Limit under Rule 4 for Cost Audit-

The applicable limit prescribed in respectofspecifiedin Item (B) of Rule 3 is Rs. 100Crore or more during the immediately preceding financial year shall get its cost recordsaudited in accordance with this rules.

By virtue of above limits specified the net turnover of the Company for manufacturingof dyed yarns is Rs. 104.82 Crores during the financial year ended 31 st March2019. Hence the Company does required to get its cost records audited for manufacturingof dyed yarns for the financial year 2019-20.

The Board appointed M/s. ABK & Associates Cost Accountants as Cost Auditors ofthe Company for the financial year 2019-20 at a fee of Rs. 80000/- plus applicable taxesand out of pocket expenses subject to the ratification of the said fees by theshareholders at the 35th Annual General Meeting.

21.4 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Punit P. Shah Practicing Company Secretary to undertake the SecretarialAudit of your Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure C".

21.5 Qualifications in Secretarial Audit Report a) Appointment of Company Secretary:

As per Section 203 (1) (ii) the Company is required to appoint Company Secretary. TheCompany has not appointed Company Secretary consequently the Annual Audited FinancialStatements for the financialyear ended 31st March 2018 were not signed byCompany Secretary. In this regard the management of the Company has provided thefollowing reply:

i. The Company has appointed Mr.PriteshShahComplianceOfficerof the Company to ensurecompliance of the Companies Act 2013 and SEBI Act and rules made there under.

ii. The Company has availed of the services of Practicing Company Secretary for adviseon the compliance of the Companies Act 2013 and the SEBI Act and rules made there under.

iii. The Company at its Board Meeting held on 30th May 2019 has appointedMr. Anand Madanlal Dubey as Company Secretary and Compliance Office of the Company w.e.f.11th June 2019.

b) Cost Audit Report:

As per Section 148 the Company is required to obtain Cost Audit Report for thefinancial year 2017-18. During the year the Company has failed to file Form CRA-4(Cost Audit Report for the financialyear 2017-18) with Registrar of Companies MumbaiMaharashtra. In this regard the management of the Company has provided the followingreply:

i. The Company has obtained the Cost Audit Report for the financialyear 2017-18 and thesame has been placed before the Board Meeting held on 30th May 2019 and theCompany is in the process of filing the same with the Registrar of Companies MumbaiMaharashtra.

22. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

23. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure D".

24. HUMAN RESOURCES

The industrial relations at the manufacturing facilities of your Company have beencordial during the year. Employees are considered to be team members being one of the mostcritical resources in the business which maximize the effectiveness of the Organization.Human resources build the Enterprise and the sense of belonging would inculcate the spiritof dedication and loyalty amongst them towards strengthening your Company's Polices andSystems. Your Company maintains healthy cordial and harmonious relations with allpersonnel and thereby enhancing the contributory value of the Human Resources.

25. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safeoperations. Your Company's policy requires conduct of operations in such a manner so asto ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

26. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.

27. GREEN INITIATIVES

Electronic copies of the Annual Report 2018 – 19 and Notice of the 35thAnnual General Meeting are sent to all members whose email addresses are registered withyour Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2018 – 19 and the Notice of the 35thAnnual General Meeting under Section 101 of the Companies Act 2013 are sent in thepermitted mode. Members requiring physical copies can send a request to your Company.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

28. CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as animportant step towards building investor maximizing long-term shareholders value. Thecertificate from Mr. Punit P. Shah confidence Practicing Company Secretary confirmingcompliance of conditions of Corporate Governance as stipulated under Schedule V (E) of theSecurities and Exchange Board of India (LODR) Regulations 2015 of the Stock Exchanges isannexed.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company firmly believes in providing a safe supportive and friendly workplacecome to life through the supporting behaviours. Positive workplace environment and a greatemployee experience are integral part of our culture. Your Company believes in providingand ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and inthe event of any occurrence of an incident constituting sexual harassment your Companyprovides the mechanism to seek recourse and redressal to the concerned individualsubjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in placeto provide clarity around the process to raise such a grievance and how the grievance willbe investigated and resolved. An Internal Complaints Committee has been constituted inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

No complaint has been raised during the year ended 31st March 2019.

30. CEO AND CFO CERTIFICATION

CEO and Mr. Varun S. Mutreja Director & CFO pursuant to provisions of SEBICertificate (Listing Obligations and Disclosure Requirements) Regulations 2015 for theyear under review was placed before the Board of Directors of your Company at its meetingheld on 30th May 2019.

31. INDIAN ACCOUNTING STANDARDS (IND-AS)

Your Company has followed the relevant Accounting Standards notified by the Companies(Indian Accounting Standards) Rules 2015 while preparing financial statements.

32. CAPITAL EXPENDITURE

Your Company has made an application for need based Capital Expenditure (mainlyautomisation of dyeing machine) during the financial year 2018-19 towards Tangible &Intangible Assets and apply the term loan of Rs. 275 Lakhs the total CAPEX amounting toRs. 399.00 Lakhs out of that till March 2019 The company has incurred the CAPEX of Rs.203.15 Lakhs. The details of CAPEX made at Vapi and Silli unit are as under:

Assets Cost (Rs in Lakhs)
Indigenous Plant & Machinery 149.70
Errection Installation & Other Charges 20.57
Electrical Installation 3.56
Utilities & Ancillary Machinery 24.30
ERP Software 5.02
Total capital expenditure for the Vapi and Silli Unit 203.15

33. SUBSIDIARY COMPANIES

Your Company does not have any Subsidiary Company.

34. PLEDGE OF SHARES

None of the equity shares of the Directors of your Company are pledged with any banksor financial institutions.

35. INFORMATION SYSTEM

In a business where information is critical Information Technology plays a vital rolefacilitating informed decision making to grow the business. Over the years your Companyhas invested extensively in infrastructure people and processes with the objective tocapture protect and transmit information with speed and accuracy.

To align with your Company's requirement your Company has installed ERP suite for areliable high end comprehensive disciplined and integrated business solution.

36. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Schedule V (B) of SEBI (LODR) Regulations 2015 report on"Management Discussion and Analysis" is attached and form part of this AnnualReport.

37. LISTING WITH STOCK EXCHANGES

Your Company is listed with one Stock Exchange i.e. BSE Limited and your Company hasduly paid the listing fees to the Exchange.

38. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of your Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of your Company for their unstinted commitment and continuedcontribution to your Company.

39. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing your Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence your Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

For and on behalf of the Board of Directors
(Mr. Suresh N. Mutreja)
Chairman & Managing Director
(Mr. Varun S. Mutreja)
Director Chief Financial Officer
Place: Mumbai (Mr. Kunal S. Mutreja)
Date: May 30 2019 Director Chief Executive Officer