To The Members Vandana Knitwear Limited
(Formerly known as Trendy Knitwear Limited')
Your Directors have pleasure in submitting their Report for the year ended 31stMarch 2020:
1. FINANCIAL PERFORMANCE
(Amount in Rs.)
|Particulars ||2019-20 ||2018-19 |
|Total Income ||4888810 ||20434800 |
|Total Expenditure ||4812798 ||20206724 |
|PROFIT BEFORE TAX (PBT) ||76012 ||228076 |
|Less: Provision of Taxation Including Deferred Tax ||19755 ||105284 |
|PROFIT AFTER TAX (PAT) ||56257 ||122792 |
2. STATE OF COMPANY'S AFFAIRS:
The Net Revenue from the operations of the Company Decreased from Rs. 204 lacs to Rs.48 Lacs. The Profit for the year is Rs. 0.56 Lacs.
Following the conservative approach to retain profits your directors did not recommendpayment of any dividend for the financial year 2019-20.
4. DECLARATION OF INDEPENDENCE BY DIRECTORS
All the Independent Non-Executive Directors of the Company have affirmed that theycontinue to meet all the requirements specified under sub-section (6) of section 149 ofCompanies Act 2013 in respect of their position as an Independent Director ofVANDANA KNITWEAR LIMITED.
5. MANAGEMENT AND BOARD OF DIRECTORS
|Mukesh Gadiya ||Chairman & Managing Director |
|Mrs. Ranjana Gattani ||Independent & Non Executive Director (Since 10.07.20) |
|Mr. Prakhar Garg ||Independent & Non-Executive Director (Since 10.07.20) |
|Babulal Khimraj Jain ||Promoter & Executive Director (up to 09.10.2019) & Chief Financial Officer (w.e.f 30.08.2019) |
|Pradeep Saremal Jain ||Independent & Non-Executive Director |
|Pawan Mandowara ||Independent &Non-Executive Director(Upto 10.07.2020) |
|Rakesh Nizare ||Independent& Non-Executive Director(Upto 10.07.2020) |
|Bhuneshwari Ameta ||Non-Executive Director & Non-Independent Director (upto 04.09.2020) |
|Vinay Jha ||Executive Director (from 28.08.2019 to 09.10.2019) |
|CS Nidhi Gupta ||Company Secretary( Upto 10.07.20) |
M/s. Jayesh Patel & Co. Chartered Accountants (FRN: 146776W) Ahmedabad retire asauditors of the Company under the provisions of section 139 of the Companies Act 2013 andbeing eligible for re-appointment as the auditors of the Company it is proposed by theCompany to appoint M/s. Jayesh Patel & Co. Chartered Accountants (FRN: 146776W)Ahmedabad as the Statutory Auditors of the Company for a period of five years till theconclusion of the Company's 29th Annual General Meeting and the necessaryresolution in this regard is proposed to be passed by the members of the Company at theensuing Annual General Meeting.
There are no qualifications reservations or adverse remarks made by M/s. Jayesh Patel& Co. Statutory Auditors in their report for the Financial Year ended March 31 2020.The Statutory Auditors have not reported any incident of fraud to the Audit Committee ofthe Company in the year under review
As per Section 204 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 every Listed Company is required toappoint Secretarial Auditor to carry out Secretarial Audit of the Company.
In consonance with the requirements of Section 204 of the Companies Act 2013 and rulesmade there under Mr. Suhas Bhattbhatt Practicing Company Secretary was appointed toconduct the secretarial audit of the Company for the financial year 2019-20.
A Secretarial Audit Report issued by Mr. Suhas Bhattbhatt Practicing CompanySecretary in respect of the Secretarial Audit of the Company for the financial year ended31st March 2020 is given as an Annexure to this Report.
The Secretarial Auditor has made some Qualification and Board is try to solve the allqualification or adverse mark in due course.
7. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered during the financial year are doneon arm's length basis. Relevant Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 is given in Annexure to thisReport.
8. FIXED DEPOSITS
The Company has not invited or accepted any fixed deposit from the public during theyear under review.
9. CORPORATE GOVERNANCE
The Companies Act 2013 and SEBI Listing Regulations have strengthened the governanceregime in the Country. Your Company is in compliance with the governance requirementsprovided under the new law and listing regulations. A separate report on CorporateGovernance along with Auditors' Certificate confirming Compliance is attached to thisreport.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Provisions of Section 314 (3) (m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 on conservation of energy and technology absorption are notapplicable hence no disclosure is being made in this regard.
During the year there were no foreign exchange earnings and outgo as per notes toaccounts.
11. MEETINGS OF THE BOARD
The Board meetings are normally held on a quarterly basis and scheduled over two days.The Board met Four times during the financial year 2019-20 on 28.05.2019 09.08.201911.11.2019 07.02.2020. The necessary quorum was present for all the meetings. The maximuminterval between any two meetings did not exceed 120 days.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:
i. in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
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.
13. LISTING FEES
The shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE). The Companyhas not paid the Listing Fees for the year 2019-20 as on the date of report.
14. ENVIRONMENT AND POLLUTION CONTROL:
The terms relating to compliance with all relevant statutes relating to the environmentand pollution control in the area of environment are not applicable.
15. CODE OF CONDUCT COMPLIANCE:
Pursuant to the SEBI Listing Regulations the declaration signed by the Mr. BabulalJain Chief Financial Officer affirming compliance with the Code of Conduct by theDirector's and senior management personnel for the financial year 2019-20 is annexed andforms part of the Directors and Corporate Governance Report.
16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your 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 an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-20: Number of complaints received: NIL
Number of complaints disposed off: NIL
17. EMPLOYEE REMUNERATION
(A) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act 2013 duringthe year under review. (B) The ratio of the remuneration of each director to the medianemployee's remuneration and other details in terms of sub-section 12 of Section 197 of theCompanies Act 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this report.
18. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussions and Analysis Report forming part of the Directors' Report forthe year under review is presented in a separate section forming part of the AnnualReport.
19. EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return in form no. MGT-9 as on the financial year ended onMarch 31 2020 is given in Annexure to this Report.
20. CASH FLOW ANALYSIS:
In conformity with the clauses of the Listing Regulations the Cash Flow Statement forthe year ended March 31 2020 is annexed hereto.
Your Board acknowledges with appreciation the invaluable support provided by theCompany's stakeholders auditors advisors and business partners all its customers fortheir atronage. Your Board records with sincere appreciation the valuable contributionmade by employees at all levels and looks forward to their continued commitment to achievefurther growth and take up more challenges that the Company has set for the future.
|Date: 04/09/2020 ||For and on behalf of the Board |
|Place: Hyderabad || |
| ||Mukesh Gadiya |
| ||Managing Director |