Vandana Knitwear Limited
(Formerly known as Trendy Knitwear Limited')
Your Directors have pleasure in submitting their Report for the year ended 31stMarch 2021:
1. FINANCIAL PERFORMANCE
(Amount in Rs.)
|Particulars ||2020-21 ||2019-20 |
|Total Income ||1400421 ||4888810 |
|Total Expenditure ||1373324 ||4812798 |
|PROFIT BEFORE TAX (PBT) ||27097 ||76012 |
|Less: Provision of Taxation Including Deferred Tax ||7042 ||19755 |
|PROFIT AFTER TAX (PAT) ||20055 ||56257 |
2. STATE OF COMPANY'S AFFAIRS:
The Net Revenue from the operations of the Company decreased from Rs. 48.88 Lacs to Rs.14 Lacs compare to previous Financial Year 2019-20. The Profit for the year ended on 31stMarch 2021 is Rs. 0.20 Lacs.
Following the conservative approach to retain profits your directors did not recommendpayment of any dividend for the financial year 2020-21.
4. CHANGES IN PROMOTERS OF THE COMPANY
During the Financial Year 2020-2021 Mr. Siddharth Gattani and Mr. Shorya Gattani madean Open Offer under SEBI (Substantial Acquisition of Shares & Takeover) Regulation.Pursuant to Open Offer Mr. Siddharth Gattani and Mr. Shorya Gattani became the promotersof the Company.
5. 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.
6. MANAGEMENT AND BOARD OF DIRECTORS
During the Year Mr. Pavan Mandowara Independent Director has resigned from theCompany w.e.f. 10th July 2020.
Mr. Rakesh Nizare Independent Director has resigned from the Company w.e.f. 10thJuly 2020.
Company has Appointed Mr. Prakhar Garg and Mrs. Ranjana Gattani as IndependentDirectors w.e.f. 10th July 2020.
Mrs. Bhuneshwari Ameta resigned from Independent Directorship w.e.f 04.09.2020.
Mr. Pradeep Jain has tendered his resignation w.e.f. 22.02.2021.
Mr. Mukesh Gadiya tendered his resignation as Managing Director w.e.f.29.03.2021.
Ms. Kirti Agarwal and Ms Subhangi Jannifer have been appointed as IndependentDirector on 29.03.2021.
Change in designation of Ranjana Gattani from Non Executive Independent to NonExecutive Non Independent Director was made on 29.03.2021.
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 2021.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 2020-21.
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 2021 is given as an Annexure to this Report.
The Secretarial Audit report for the financial year ended 31st March 2021is self-explanatory and does not call for any further comments.
8. 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.
9. FIXED DEPOSITS
The Company has not invited or accepted any fixed deposit from the public during theyear under review.
10. 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.
11. 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.
12. MEETINGS OF THE BOARD
The Board met 10(Ten) times during the financial year 2020-21 i.e. on 18.05.202015.06.2020 10.07.2020 07.08.2020 04.09.2020 30.10.2020 03.11.2020 04.02.202122.02.2021 and 29.03.2021. The necessary quorum was present for all the meetings. Themaximum interval between any two meetings did not exceed 120 days.
13. 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 2021 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.
14. LISTING FEES
The shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE). The Companyhas paid the Listing Fees for the year 2020-21.
15. 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.
16. 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 2020-21 is annexed andforms part of the Directors and Corporate Governance Report.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION 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 2020-21:
- Number of complaints received: NIL
- Number of complaints disposed off: NIL
18. 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 median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report.
19. 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.
20. CASH FLOW ANALYSIS:
In conformity with the clauses of the Listing Regulations the Cash Flow Statement forthe year ended March 312021 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 patronage. 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.
| ||By Order Of The Board For Vandana Knitwear Limited |
|Place: Bhilwara ||Naresh Kumar Gattani DIN: 00125231 |
|Date: 06/09/2021 ||Managing Director |