Your Directors have pleasure in presenting the 29th Annual Reporttogether with the Audited Financial Statement of the Company for the financial year ended31st March 2021.
(Rs. in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Income || || |
|Revenue from Operations ||8757.39 ||11066.00 |
|Other Income ||37.88 ||63.06 |
|Total Revenue ||8795.27 ||11129.06 |
|Less: Expenses other than Finance cost and Depreciation ||8064.54 ||10414.78 |
|Profit before finance cost depreciation & amortization and tax ||730.73 ||714.28 |
|Less: Finance Costs ||31.29 ||79.70 |
|Less: Depreciation and amortization expenses ||156.05 ||181.33 |
|Profit before Tax ||543.40 ||453.25 |
|Less: Tax Expenses || || |
|Current Tax ||150.54 ||114.41 |
|Deferred Tax (Assets)/Liabilities ||(3.91) ||(39.78) |
|Profit for the year ||396.77 ||378.62 |
|Other Comprehensive Income ||11.21 ||(11.80) |
|Total Comprehensive Income ||407.98 ||366.82 |
|Earning per equity share || || |
|Basic ||6.76 ||6.45 |
|Diluted ||6.76 ||6.45 |
PERFORMANCE REVIEW & COMPANY AFFAIRS
The Company's total revenue for the year under review amounted toRs. 8795.27 Lakhs as compared to Rs.11129.06 Lakhs of the previous year. The Profit beforeTax for the year under review amounted to Rs. 543.40 Lakhs as compared to Rs. 453.25 Lakhsof the previous year. The Profit after Tax for the year under review amounted to Rs.396.77 Lakhs as compared to Rs. 378.62 Lakhs of the previous year. The Company is engagedin the manufacturing of cotton yarn for different applications by Rotor Spinning.
GLOBAL PANDEMIC COVID-19
The COVID-19 outbreak & resultant nation-wide lock down imposed bythe Government of India from 24th March 2020 till the end of May 2020 has causedPan-India disruption of businesses. Since the Company is manufacturer of cotton yarn itwas not allowed to operate the plant in lockdown only operations of commodities orservices classified as an essential products were allowed. Due to non-operation in thefirst quarter our company reported loss of Rs. 128.19 Lakhs.
Further after the end the lockdown the operations of the Company wereresumed and gradually the profitability & revenues of company grown at stable pace.Despite the prevailing situation your Company performed reasonably well in the currentfinancial year and your Board is confident about the adequate management of the liquidityand financial position of the Company and its ability to meet its obligations in theordinary course of business.
In the mid of March 2021 the State government and Districtadministration authorities again imposed lockdown due to sudden resurgence of Covid-19.But this time the Industrial Sector is allowed to operate and the Company's businessis not expected to impact much as Company's plant is operational.
There is no amount proposed to be transferred to any Reserve.
With a view of conserving resources your Directors do not recommendedany dividend for the year under review.
LISTING OF THE SHARES
The Equity Shares of the Company are presently listed at BSE Ltd.Further the Company has paid listing fees to BSE Ltd. for the year 2021-2022.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3) (C) read with Section 134(5)of the Companies Act 2013 your Directors state that:
in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards read with requirements set out underschedule III to the act have been followed and there are no material departures from thesame;
the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit of the Company for the year ended on that date;
the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concernbasis;
the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review Ms. Itisha Sahu resigned from the post ofCompany Secretary of the Company w.e.f. 31st December 2020.
The Board regretfully report the sad demise of Shri Mohan Jain whoserved as Non-Executive Independent Director of the Company from 29.09.2014 to 16.02.2021.The Board further express their heartfelt condolences for his untimely death and wishes toput on record their sincere and deep appreciation for his valuable guidance andcontribution from time to time in building up the Company's growth.
He had more than 50 years of experience in finance production andmarketing in textile sector. He was a textile veteran. His knowledge background was verybeneficial for the company and His immense contribution in the Company's success can neverbe forgotten.
Further Ms. Ayushi Solanki appointed as a Company Secretary &Compliance Officer of the Company w.e.f. 25th March 2021.
During the year under review Shri Piyush Mutha (DIN-00424206) wasre-appointed as a Managing Director of the Company for a period of one (1) years w.e.f.01.04.2021 subject to approval of members in ensuing Annual General Meeting.
It is to be noted that the members of the Company at the AnnualGeneral Meeting held during the year have approved the re-appointment of Shri MangaloreMaruthi Rao ( DIN-00775060) as a Whole Time Director of the Company for a term of 2 (Two)years w.e.f. 28th October 2020 .
The Company has received the necessary declarations from eachIndependent Director under Section 149(7) of the Act that he/she meets the criteria ofindependence laid down in Section 149(6) of the Act and Regulation 16(1)(b) read withRegulation 25(8) of the SEBI Listing Regulations. The Board have taken on record thesedeclarations after undertaking the due assessment of the veracity of the same.
In accordance with the provisions of Section 152 of the Companies Act2013 and the Articles of Association of the Company Shri Praneet Mutha (DIN- 00424250)retires by rotation at the ensuing Annual General Meeting and being eligible offershimself for his re-appointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on date are-Shri Piyush Mutha Managing DirectorShri Mangalore Maruthi Rao Whole Time Director Shri Hassan Ali Chief Financial Officerand Ms. Ayushi Solanki Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directorsof the Company confirming that they meet criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and that they are not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence. In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the management.
The Company has duly approved Nomination and Remuneration policyprescribing inter-alia the criteria for appointment remuneration and performanceevaluation of the directors. As mandate by Section 134 & 178 read with Schedule IV ofthe Act and Regulation 25 of the SEBI (LODR) Regulations 2015 as applicable on theCompany. The Independent Director in their separate meeting held on 27th February 2021have reviewed the performance of Non-Independent Directorsand Board as a whole alongwithreview of quality quantity and timeliness of flow of information between Board andmanagement and expressed their satisfaction over the same.
Further the Board in its meeting held on 05th February 2021 alsoreviewed the performance of the Board its Committees and all Individual Directors of theCompany and expressed its satisfaction over the performance of the Board its Committeesand Individual Directors. Furthermore Board is of the opinion that Independent Directorsof the Company are person of high repute integrity & possess the relevant expertise& experience in their respective field.
Assets of the Company are adequately insured.
During the year under review your Company has not accepted anydeposits from public pursuant to Section 73 and 74 of the Companies Act 2013 & theDeposit Rules made there under.
The Company has not defaulted in payment of interest and/or repaymentof loans to any of the financial institutions and/or banks during the year under review.
SUBSIDIARIES ASSOCIATE & JOINT VENTURE COMPANIES
Company does not have any subsidiaries associates companies &joint venture companies.
RELATED PARTY TRANSACTIONS
The Company has not entered into any material contracts with therelated parties during the year 2020-21 and other contracts or arrangements were in theordinary course of business on arm's length basis. Therefore there is no particularsof contracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 which needs to disclose in the prescribed form AOC-2 and may betreated as not applicable. However the particulars of contracts or arrangement withrelated parties have been disclosed in the note no. 37 of the financial statements for theyear ended under review.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls withreference to financial statements. All the transactions are properly authorized andrecorded. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting in financial statements. The InternalAudit is conducted by outside auditing firms which evaluate the functioning and quality ofinternal controls and check; and provides assurance of its adequacy and effectiveness. TheInternal Audit Reports are actively reviews by the Audit Committee and adequate remedialmeasures if any are taken. The Internal Audit Reports are also reviews by the Board ofDirectors periodically. During the year no reportable material weaknesses in the designor operations were observed.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT PLAN
In today's challenging and competitive environment strategies formitigating inherent risks in accomplishing the growth plans of the Company are imperative.Your Company recognizes that the risk is an integral part of business and is committed tomanaging the risk in proactive and efficient manner. The Company had adopted RiskManagement Policy to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. In order to achieve the key objective the policy establishes a structured anddisciplined approach to Risk Management.
The management is however of the view that none of the risks maythreaten the existence of the Company as robust Risk mitigation mechanism is put in placeto ensure that there is nil or minimum impact on the Company in case of any of these risksmaterialize. The risk management framework is reviewed periodically by the Board and AuditCommittee. The details of risks and other concerns are included in the ManagementDiscussion and Analysis Report which is the part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report isappended to and forms part of this Report.
The Company has always strived to maintain appropriate standards ofgood Corporate Governance. The Report on Corporate Governance as stipulated underRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Report. The requisite certificate from CompanySecretary in Practice confirming compliance of the conditions of Corporate Governance isattached to report on Corporate Governance.
PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GUARANTEE GIVEN UNDERSECTION 186 OF COMPANIES ACT 2013
During the year there are no loans given investments made guaranteegiven or security provided by the Company under
Section 186 of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGEEARNING & OUTGO
The Particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required to be disclosed underSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 are provided in ANNEXURE -I to this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the detail formingpart of annual return in Form No. MGT-9 is annexed to this report as ANNEXURE II. Theannual return for the financial year 2020-21 is uploaded on the website of the Company.
MEETING OF DIRECTORS
During the year under review our Board met Nine (9) times. The detailsof the number of meetings of the Board during the year forms part of the Report onCorporate Governance. During the year under review One (1) meeting of IndependentDirectors was held on 27th February 2021.
Committees of the Board
The Board of Directors has the following committees:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination & Remuneration Committee
4. Corporate Social Responsibility Committee
The details of the committees along with their composition number ofthe meetings and attendance at the meetings are provided in the Report on CorporateGovernance.
NOMINATION &REMUNERATION POLICY
Pursuant to Section 178 of the Companies Act 2013 the rules madethere under and Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.The Company has a policy for selection and appointment ofDirectors Key Managerial Personnel and Senior Management Personnel and for determinationof their remuneration. The salient features of Nomination & Remuneration Policy arestated in the Corporate Governance Report. The Nomination & Remuneration Policy dulyapproved by the Board has been posted on the Company's website www.vippyspinpro.comand annexed herewith as ANNEXURE-III to this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to reportgenuine concerns or grievances. The vigil mechanism provides for adequate safeguardsagainst victimization of persons who use such mechanism and make provision for directaccess to the chairperson of the Audit Committee in appropriate or exceptional cases.Besides as per the requirement of SEBI (Prohibition of Insider Trading) Regulations asamended by SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 theCompany ensures to make employees aware of such Whistle Blower Policy to report instancesof leak of unpublished price sensitive information. This policy may be accessed on theCompany's website at weblink:http://www.vippyspinpro.com/Whistle-Blower-Policy.pdf.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information in accordance with the provisions of section 197(12) ofthe Companies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as ANNEXURE -IV to this Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirement under Section 135 of Companies Act2013 and the rules made thereunder read with schedule VII of the Companies Act 2013the Company has constituted CSR Committee and framed Policy for CSR indicating theactivities to be undertaken by the Company. The CSR policy of the Company has been updatedin Board Meeting dated 14th May 2021 which is annexed herewith as ANNEXURE- V. TheCompany had undertaken CSR activities in the areas of promoting education Health Careincluding Preventive Health Care also undertaken in area of promoting and ensuringenvironmental sustainability through prevention of flora and fauna.
The annual report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed herewith as ANNEXURE- VIto this Report.
The details on Credit Rating are set out in Corporate GovernanceReport which forms part of this report.
M/s R.S. Bansal & Co. Chartered Accountants (Firm RegistrationNo.000939C) were appointed as Statutory Auditors of the Company at the Annual GeneralMeeting held on 27th September 2017 for a term of 5 consecutive years. They haveconfirmed that they are not disqualified from continuing as auditors of the Company.
The Auditors Report does not contain any qualification reservation oradverse remark or disclaimer and no explanation on part of the Board of Directors iscalled for.
The Board of Directors have appointed M/s M. Goyal & Co. CostAccountants Jaipur (Registration No.000051) as Cost auditors of the Company to conductaudit of the cost accounting records of the Company for the year 2020-21. In accordancewith the provisions of Section 148 of the Companies Act 2013 read with Companies (Auditand Auditors) Rules 2014 the remuneration payable to the Cost Auditor is required to beratified by the Members of the Company. Accordingly the Board seeks ratification at theensuing Annual General Meeting of the remuneration payable to the cost Auditors for thefinancial year 2021-22.
The Secretarial Audit Report for the financial year ended 31st March2021 issued by M/s Shilpesh Dalal & Co. Practising Company Secretary is annexedherewith as ANNEXURE-VII to this report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer and no explanation on part ofthe Board of Directors is called for.
The Board re-appointed M/s Shilpesh Dalal & Co. Practising CompanySecretary to conduct Secretarial Audit for the year 2021-22.
Pursuant to the provisions of Section 138 of the Companies Act 2013read with Rule 13 of the Companies (Accounts) Rules 2014 M/s R.K. Saklecha &Associates Chartered Accountants was appointed as an Internal Auditor of the Company forthe financial year 2021-22.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has a Prevention of Sexual Harassment Policy in force interms of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The objective of this policy is to ensure a safe secure and friendly workenvironment where employees will deliver their best without any inhibition threat offear. The company has constituted Internal Complaints Committee as per the requirement ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.No complaints were reported during the year under review under Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.
COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THEUNDER-PRIVILEGED/DISADVANTAGED SECTION OF THE SOCIETY
The people are recruited in the Company on the basis of theirqualification/eligibility and merits without any discrimination against their genderreligion caste colour ancestry marital status nationality and disability and amongequally qualified individuals preference are given to people from the disadvantagedgroups. The Company also conducts training programme from time to time for up-skillingtraining of employees from socially disadvantaged sections of society.
ENVIRONMENT & SOCIAL CONCERN
Your Company is committed to build business with save energy and saveenvironment. In line of this the Company had set up the wind mill and solar panels thatgenerates electricity and contributed to displace emissions from the nation'scoal-fired power plants and eliminates the nation's major source of acid rain reducetotal emissions of CO2.
Your Company is committed to the sustainable use of all naturalresources and minimizes waste at source and recycles where possible. Considering thescarcity of natural resources the Company continue to maintain "Rain WaterHarvesting System" at the factory premises at Dewas. The 8040 sq meters of roof areahas been covered under the rain water harvesting and approx.7758.5 cubic meters of waterhas been collected at factory premises at Dewas resulting in saving water and rechargingthe five bore wells consequently.
In memory of founder Late Shri Prakash Mutha during the year Companyhas involved in inspirable activities in the area around the plant situated at Dewassuchas giving bicycle school dress education material and distributed prizes to themeritorious students. Total 28 Students got such benefit during the year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financialposition of the Company which have occurred after 31st March 2021 till the date of thisreport.
There has been no change in the nature of the business of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India. The Directors have devised propersystems to ensure compliance with the provisions of all applicable Secretarial Standardsand that such systems are adequate and operating effectively.
Yours Directors state that no disclosures or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
- Details relating to deposits covered under chapter V of the CompaniesAct 2013
- Issue of shares during the year
- No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
Your Directors further state that:
- The accounts and cost records as required to be made and maintainedby the Company as specified under sub- section (1) of Section 148 of the Companies Act2013 were made and maintained by the Company during the year 2020-21.
- In terms of the provisions of Section 134(3)(ca) of the CompaniesAct2013 there were no fraud committed against the Company by any person under Section143(12) during the year 2020-21. Further that there were no frauds which needs to bereported by the Auditors of the Company to the Central Government.
Your Directors would like to gratefully acknowledge all stakeholders ofthe Company viz: customers dealers suppliers banks shareholders and other businessassociates for the excellent support received from them during the year. The Directorsplace on record their sincere appreciation to all employees of the Company for theirunstinted commitment and continued contribution to the Company's well-being.
| ||For and on behalf of the Board of Directors |
| || ||Vippy Spinpro Limited |
| ||Piyush Mutha ||Praneet Mutha |
|Place: Dewas ||Managing Director ||Director |
|Date: 25th June 2021 ||(DIN-00424206) ||(DIN-00424250) |