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Vandana Knitwear Ltd.

BSE: 532090 Sector: Industrials
NSE: N.A. ISIN Code: INE219M01021
BSE 14:22 | 27 Feb 0.29 0.01
(3.57%)
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NSE 05:30 | 01 Jan Vandana Knitwear Ltd
OPEN 0.29
PREVIOUS CLOSE 0.28
VOLUME 150300
52-Week high 0.35
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.29
Buy Qty 110.00
Sell Price 0.29
Sell Qty 2000.00
OPEN 0.29
CLOSE 0.28
VOLUME 150300
52-Week high 0.35
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.29
Buy Qty 110.00
Sell Price 0.29
Sell Qty 2000.00

Vandana Knitwear Ltd. (VANDANAKNITWEAR) - Director Report

Company director report

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 2019:

1. FINANCIAL PERFORMANCE

(Amount in Rs.)
Particulars 2018-19 2017-18
Total Income 20434800 8960031
Total Expenditure 20182201 5077626
PROFIT BEFORE TAX (PBT) 252598 3882405
Less: Provision of Taxation Including Deferred Tax 105284 548432
PROFIT AFTER TAX (PAT) 147314 3333973

2. STATE OF COMPANY'S AFFAIRS:

The Net Revenue from the operations of the Company increased from Rs. 89 lacs to Rs.204 Lacs. The Profit for the year is Rs. 1.47 Lacs.

3. DIVIDEND

Following the conservative approach to retain profits your directors did not recommendpayment of any dividend for the financial year 2018-19.

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

Mr. Babulal Jain Executive Director of the Company whose period is liable to retire byrotation pursuant to the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company retires by rotation in the ensuing AGM and being eligibleoffers himself for re-appointment.

6. AUDITORS

Statutory Auditors

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.

AUDITORS' REPORT

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 2019.The Statutory Auditors have not reported any incident of fraud to the Audit Committee ofthe Company in the year under review

Secretarial Auditor

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 2018-19.

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 2019 is given as an Annexure to this Report.

The Secretarial Audit report for the financial year ended 31st March 2019is self-explanatory and does not call for any further comments.

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 insubsection (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. 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 2019 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.

12. 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 2018-19 as on the date of report.

13. 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.

14. CODE OF CONDUCT COMPLIANCE:

Pursuant to the SEBI Listing Regulations the declaration signed by the Mr. BabulalJain Chief Executive Officer affirming compliance with the Code of Conduct by theDirector's and senior management personnel for the financial year 2018-19 is annexed andforms part of the Directors and Corporate Governance Report.

15. 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 2018-19:

• Number of complaints received: NIL

• Number of complaints disposed off: NIL

16. 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.

17. 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.

18. EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended onMarch 31 2019 is given in Annexure to this Report.

19. CASH FLOW ANALYSIS:

In conformity with the clauses of the Listing Regulations the Cash Flow Statement forthe year ended March 31 2019 is annexed hereto.

20. ACKNOWLEDGEMENT

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: 04/09/2019 For and on behalf of the Board
Place: Hyderabad Mukesh Gadiya
Managing Director