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Vijay Textiles Ltd.

BSE: 530151 Sector: Industrials
NSE: N.A. ISIN Code: INE256G01033
BSE 00:00 | 14 Oct 39.55 -1.15
(-2.83%)
OPEN

40.70

HIGH

41.35

LOW

39.00

NSE 05:30 | 01 Jan Vijay Textiles Ltd
OPEN 40.70
PREVIOUS CLOSE 40.70
VOLUME 11115
52-Week high 58.80
52-Week low 32.00
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.70
CLOSE 40.70
VOLUME 11115
52-Week high 58.80
52-Week low 32.00
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vijay Textiles Ltd. (VIJAYTEXTILES) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31 st March 2020.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under:

Particulars (Rs. In Lakhs)
2019-2020 2018-2019
Total Revenue from operations 6629.99 9590.09
Total Expenses 7093.54 9375.72
Profit/(Loss) Before Tax (463.55) 214.37
Less: Taxation - -
a) Current Tax - 49.56
a. Deferred Tax 112.71 (136.67)
Profit / (Loss) After Tax (576.26) 301.48
Other Comprehensive Income 1.70 2.77
Total profit/(Loss) for the period (574.56) 304.25
Earning per Equity Share- Basic & Diluted (in Rs.) (3.76) & (2.91) 1.99 & 1.54

REVIEW OF OPERATIONS:

During the year under review revenue from operations and other income was reported atRs. 6629.99Lakhs and incurred loss of Rs.576.26 Lakhs as compared to revenue fromoperations and other income of Rs. 9590.09 Lakhs and net profit of Rs. 304.25 Lakhs in theprevious financial year.

PERFORMANCE AND FUTURE OUTLOOK

Your Company has reported losses during the year under review. With increased focus onits exclusive range of embroidered Furnishing Fabrics and Bed-Linen your Company has beenable to seize more market share in the contemporary segments and thus has optimisedutilisation of the production capacities to its potential. Your Company has made foray into new markets identified new customers and thus have added to its repertoire of largenumber of dealers on pan India basis. These efforts have lent momentum to its synergies inincreasing its top line and shall translate in to more emphatic results in the ensuingfinancial year.

Your Company has successfully procured orders from TSCO Hand looms (The Telangana StateHandloom Weavers Cooperative Society) a state government undertaking for processing offabrics on job work basis since TSCO Handlooms have approved the manufacturing facilityof the Company for meeting its stringent standards for processing of fabrics. As a resultyour Company has received orders to the tune of about 34 Lakh meters of fabrics in theinitial phase samples for which were approved by TSCO Handlooms recently. Further yourCompany expects to receive substantial orders from TSCO Handlooms during the currentfinancial year. In the prevalent circumstances due to outbreak of COVID 19 Pandemic whichhas impacted the its business considerably your Company plans to go for expanding thescope of undertaking job work at its textile processing facility in a big way that willhelp in augmenting its revenues to a great extent. Your Company has received enquiriesfrom other quarters as well and is in the process of finalizing new orders from thesesources in due course.

IMPACT OF COVID-19 ON THE OPERATIONS OF THE COMPANY

You are well aware that COVID 19 Pandemic has caused considerable damage to businessand industry in general and your Company in particular. Due to outbreak of pandemic andconsequent lockdowns imposed by the government your Company's manufacturing facility atRajapur remained closed for operations from 23 March 2020 till 14 May 2020. It reopenedonly after the government relaxed the conditions of lockdown operations. Uponrecommencement of factory operations the unit has been operating at 70% capacity. YourCompany has introduced SOPs like social distancing temperature screening and provision ofmasks and sanitising facilities to workers in line with the guidelines in force. Howeveryour Company has not faced any issue of migrant labour as it mostly employs work forcefrom surrounding villages. Your Company is receiving regular orders from its dealers andadded job work facility to its repertoire as stated above in order to sustain itsoperations. Though the pandemic will only decide the course of things to come in future asfar as business and industry is concerned your Company remains optimistic and hopes tostreamline its operations in the near future and expect to improve its business in asteady manner.

CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs. 203000000/- and thePaid-up Share Capital of the Company is as follows:

As on 31st March 2020 Rs. 152900000 /- divided into 15290000 Equity Shares of Rs.10/- each.
As on 27th August 2020 (Date of Board's Report) Rs. 183050000/-divided into 18305000 Equity Shares of Rs. 10/- each.

There were 4930000 outstanding convertible warrants allotted to the promoters andnonpromoter allottees out of which 1915000 convertible warrants allotted to theallottees were forfeited due to non-exercising the option to convert the warrants intoequity shares.

RESERVES

During the year your Company has not transferred any amount to General Reserve Account.DIVIDEND

Considering the losses incurred by the Company during the year your Directors havedecided not to recommend dividend for the year.

UNPAID / UNCLAIMED DIVIDEND

In terms of the provisions of the Companies Act the Company is obliged to transferdividends which remain unpaid or unclaimed fora period of seven years from the declarationto the credit of the Investor education and Protection Fund established by the CentralGovernment.

Company in respect of any amount of dividend remaining unclaimed/unpaid for a period ofseven (7) years from the dates of they become due for payment. Members who have notclaimed the dividends declared for the financial year 31st March 2018 are requested tolodge their claim immediately with the Company's Registrar and Transfer Agents at theaddress mentioned in the Annual Report. The Company has already send reminders to all suchmembers at their registered address in this regard. Further as per Section 124(6) of theAct read with IEPF Rules all shares in respect of which dividend has not been paid orclaimed for seven (7) consecutive years has to be transferred under sub-Section 5 of theAct to the IEPF Suspense Account (in the name of the Company) with one of the DepositoryParticipants as may be identified by the I EPF Authority within thirty (30) days of suchshares becoming due to be transferred to the IEPF. However proviso to Sub-Section 6provides that the shares transferred to the IEPF can be claimed by the concernedshareholders(s) from IEPF Authority after complying with the procedure prescribed underthe IEPF Rules.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act the Company is obliged to transferdividend which remains unpaid or unclaimed for a period of seven years from itsdeclaration to the Investor Education and Protection Fund established by the CentralGovernment.

Accordingly the Company has transferred the unclaimed dividend required to betransferred to lEPFand equity shares thereon.

However proviso to Sub-Section 6 provides that the shares transferred to the IEPF canbe claimed by the concerned shareholders(s) from IEPF Authority after complying with theprocedure prescribed under the IEPF Rules.

The details of Dividend of earlier years remain unclaimed by the shareholders as on31.03.2020 are as given below:

Financial Year Date of Declaration of Dividend Last Date of Claiming Dividend Unclaimed amount as on 31.03.2020 (in Rs.) Due date for transfer to Investor Education and Protection Fund (IEPF)
2017-2018 28.09.2018 28.10.2018 142212/- 03.11.2025

DETAILS OF NODAL OFFICER

Mr. S. Nagarajan Company Secretary and Compliance Officer of the company is designatedas Nodal Officer.

SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

No shares were transferred to the Investor Education and Protection Fund during theyear under review.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report 27th August2020. However the paid-up share capital of the Company has been increased to Rs183050000/- divided into 18305000 Equity Shares of Rs.10/- each consequent uponallotment of 3015000 Equity Shares. The said allotment has been made on 8th June 2020by conversion of warrants to the Promoters at a price of Rs.80/~ per share includingpremium of Rs.70/- per share.

BOARD MEETINGS:

The Board of Directors duly met Five (5) times during the year under review. The dateson which the meetings were held are 27.05.201924.07.201912.08.201914.11.2019 and12.02.2020.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/FOUND KEYMANAGERIAL PERSONNEL:

• Shri Vijay Kumar Gupta retires by rotation and being eligible offers himself forre-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Shri M. Srikanth Reddy Mrs. Alka ZanwarMr. Pankaj KumarTrivedi and Mr. Penmetsa Vikram Independent Directors of the Company tothe effect that they are meeting the criteria of independence as provided in Sub-Section(6) of

Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Further the Company has also received declarations from the independent directors tothe effect that they have complied with the Code of Conduct of Independent Directors asprescribed in Schedule IV of the Companies Act 2013.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the Directors.Direct meetings with the Chairman are further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2019-2020 are also disclosed on theCompany's website at https://www.vijaytextiles.in

PROFICIENCY OF DIRECTORS

All the Independent Directors of the Company are registered with the IndependentDirectors Database maintained by the Indian Institute of Corporate Affairs Haryana andall the Independent Directors except Mr. M. Srikanth Reddy who is exempted from appearingthe common proficiency test have appeared and qualified the proficiency test.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.

In accordance with Section 178(3) of the Companies Act 2013 Clause 49 (IV) (B) of theListing Agreement and Regulation 19(4) of SEBI (LODR) Regulations 2015 on therecommendations of the Nomination and Remuneration Committee the Board adopted aremuneration policy for Directors Key Management Personnel (KMPs) and Senior Management.The Policy is attached as an Annexure to the Corporate Governance Report.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board.

The criteria for performance evaluation is based on the parameters like attendance andparticipation at the meetings of the Board and Committees thereof contribution tostrategic decision making review of financial statements business performance.

The evaluation of Board of Directors is performed by the Board after seeking all theinputs from the Directors and the Board Committees by seeking inputs from the Committeemembers.

The performance evaluation of the individual directors is done by the Nomination andRemuneration Committee.

The performance evaluation of non-independent directors the Board as a whole and theChairman is done by a separate meeting of Independent directors after taking inputs fromthe Executive directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. That 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/ JOINT VENTURES:

During the year under review the Company does not have any subsidiaries jointventures or associate Companies.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 is a part of this Annual Report in enclosed as Annexure-l.

STATUTORY AUDITORS:

The members of the Company in accordance with Section 139 of the Companies Act 2013had passed a Resolution for appointment of M/s. Laxminiwas& Co. as Statutory Auditorsof the Company for a period of 4 years in the AGM held on 26.09.2017 to hold office up tothe conclusion of 31st Annual General Meeting of the Company to be held in the year 2021which was subject to ratification as perthe provisions of Companies Act 2013.

However pursuant to notification from the MCA dated 07.05.2018 ratification ofappointment of statutory auditors at every Annual General Meeting has been dispensed with.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the Auditors Under Section 143(12). INTERNALAUDITORS:

Pursuant to the provisions of Section 138 of the Companies read with rules made thereunder the Board has appointed M/s. Sankaran & Krishnan Chartered Accountants asInternal Auditors of the Company for the financial year 2019-2020.

DISCLOSURE ABOUT COST AUDIT:

As per Section 148 of the Companies Act 2013 read with Rules framed there under M/sNageswara Rao & Co (Registration No. 000332) Cost Accountants were appointed as CostAuditors of the Company for the financial year ending 31st March 2020.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed M/s. S.S. Reddy & Associates Practicing CompanySecretaries to undertake Secretarial Audit of the Company for financial year ending31.03.2020. The report of the Secretarial Auditor is enclosed herewith vide Annexure-ll ofthis Report.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended 31st March 2020 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended 31st March2020 on the Compliances according to the provisions of Section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearwhich attracts the provisions of Section 186 of the Companies Act 2013

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.

All related party transactions were placed before the Audit Com mittee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

None of the Directors have any pecuniary relationship or transactions with the Companyexcept payments made to them in the form of remuneration rent sitting fees and intereston unsecured loans.

The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013 nor at arm length basis during theyear. The details of the related party transactions disclosed herewith in Form AOC-2 inAnnexure - III

CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSRPOLICY):

The Corporate Social Responsibility Committee formed under Section 135 of theCompanies Act 2013 comprises of 3 members with One Independent Director and twoExecutive Directors.

Composition

Name of the Director Designation Category
Shri. Vijay Kumar Gupta Chairman Managing Director
Shri. Susheel Kumar Gupta Member Whole-Time Director
Shri. C.A. Penmestsa Vikram Member Independent Non-Executive

Brief description of Terms of Reference:

• To formulate and recommend to the Board a Corporate Social Responsibility (CSR)Policy indicating activities to be undertaken by the Company in compliance with provisionsof the Companies Act 2013 and rules there under.

• To recommend the amount of expenditure to be incurred on the CSR activities.

• To monitor the implementation of the framework of the CSR policy.

• To observe corporate governance practices at all levels and to suggest remedialmeasures wherever necessary.

To carry out any other function as is mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification as may be applicable orappropriate for performance of its duties. The report on CSR activities is givenasAnnexure IV.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act 1956 readwith Companies (Accounts) Rules 2014 are enclosed as Annexure V.

COMMITTEES:

(I) . AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177of the Companies Act 2013 are included in the Corporate Governance report which formspart of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19(1)of SEBI (LODR) Regulations with the Stock Exchanges readwith Section 178 of the Companies Act 2013 are included in the Corporate Governancereport which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read withSection 178 of the Companies Act 2013 are included in the Corporate Governance reportwhich forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013read with Regulation 22 of SEBI (LO&DR) Regulations 2015 a vigil Mechanism forDirectors and employees to report genuine concerns has been established. It also providesfor necessary safeguards for protection against victimization for whistle blowing in goodfaith.

Vigil Mechanism Policy has been established by the Company for Directors and employeesto report genuine concerns pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LO&DR) Regulations 2015. Thesame has been placed on the website of the Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec 73 74& 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.

The Company has accepted unsecured loans under the Chapter V of the Companies Act 2013from the Promoter Directors during the financial year 2019-2020 and have obtainednecessary declaration from them confirming that the funds invested by way of unsecuredloans in the Company during the said financial year were neither acquired by borrowing orfrom accepting loans or deposits from others.

SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

INSURANCE:

The properties and assets of your Company are adequately insured.

CREDIT & GUARANTEE FACILITIES:

The Company has availed Working Capital facilities and Term Loan from Banks. TheCompany has also given counter guarantee to bankers for obtaining Bank Guarantee.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THECOMPANIES(APPOINTMENT&REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended asAnnexureVI to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report as Annexure VII

During the year NONE of the employees is drawing a remuneration of Rs. 10200000/-and above per annum or Rs.850000/- and above in aggregate per month the limitsspecified under the Section 197(12) of the Companies Act2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Mr. Vijay Kumar Gupta and Mr. SusheelKumar Gupta Managing Director and Whole-time Director of the Company to the medianremuneration of the employees is 24.02:1 respectively.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company.As stipulated under Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance duly audited is appended as Annexure VIII for informationof the Members. A requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the Report onCorporate Governance.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulationappended as Annexure IX for information of the Members.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (https:// www.vijaytextiles.com/investors/ policies). Thepolicies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

Name of the policy Brief Description Website link
Board Diversity Policy At Vijay Textiles Limited we believe that a truly diverse board will leverage differences in thought perspective knowledge skill regional and industry experience cultural and geographical background age ethnicity race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. httDs://www.viiavte xtiles.com/investor s/Policies/board- diversity- DOliCV.Ddf
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors key managerial personnel and other employees. httos://www.viiavte xtiles.com/investor s/Policies/Nominat ion& Remuneration Policv.Ddf
Corporate Social Responsibility Policy The policy is framed to outline the formation of the committee which directs the Company in implementing the programs relating to education and any other program as the Board may think fit. httDs://www.viiavte xtiles.com/investor s/Policies/coroorat esocial resoonsibilitv DOliCV.Ddf
Related Party Transaction Policy The policy regulates all transactions between the Company and its related parties httDS ://www. vi i a vte xtiles.com/investor s/Policies/Related Party transaction policv.odf

ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government.

We would like to place on record our appreciation for the efforts made by themanagement and the keen interest shown by the Employees of your Company in this regard.

STATUTORYCOMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.

Committee:

Name Designation
N. Mrunalini Presiding Officer
D. Sarada Sri Malini Member
S. Nagarajan Member
Dasaripalla Joji External Member

All employees are covered under this policy. During the year 2019-2020 there were nocomplaints received by the Committee.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https:// www.vijaytextiles.com/investors/insider- trading-policy.pdf).

SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016.

No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.

FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review no corporate actions were done by the Company.

CEO/CFO CERTIFICATION:

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2019-2020 is annexed in this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https:// www.vijaytextiles.com/investors/insider- trading-policy.pdf).

For and behalf of the Board Vijay Textiles Limited
Date: 27.08.2020 Sd /- Vijay Kumar Gupta Chairman and Managing Director
Place: Secunderabad (DIN: 01050958)

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