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Virat Industries Ltd.

BSE: 530521 Sector: Industrials
NSE: N.A. ISIN Code: INE467D01017
BSE 00:00 | 20 Sep 46.30 -3.20
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NSE 05:30 | 01 Jan Virat Industries Ltd
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VOLUME 6213
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P/E 22.81
Mkt Cap.(Rs cr) 23
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OPEN 45.00
CLOSE 49.50
VOLUME 6213
52-Week high 58.00
52-Week low 26.55
P/E 22.81
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Virat Industries Ltd. (VIRATINDUSTRIES) - Director Report

Company director report

Your Directors are pleased to present the 30 Annual Report together with the AuditedStatement of Accounts for the year ended 31 March 2020.

FINANCIAL RESULTS AND ACCOUNTS

The Financial Results are as under:

Particulars 2019 - 2020 2018 - 2019
Gross Income 2715.83 2436.90
Profit Before Interest and Depreciation 396.90 309.62
Finance Charges 5.30 10.20
Gross Profit before Depreciation 391.60 299.42
Provision for Depreciation 190.83 193.60
Net Profit Before Tax 200.77 105.82
Provision for Tax 52.42 41.08
Net Profit After Tax 148.35 64.74
Note:
(I) Proposed Dividend on Equity Share
Proposed dividend for the year ended 31st March 2020/ No
Dividend was paid for the year ended 31 March 2019
Dividend Distribution Tax on proposed dividend

DIVIDEND:

As you are aware that the global spread of Covid-19 has brought about an unprecedentedhalt to the manufacturing activity in all the major economies of the World. The pandemicand lockdowns continue to adversely impact the business of your company and its overseasclients in particular in the UK.

During this difficult time your Company has decided to conserve cash and cut costswherever possible. The Board has therefore decided not to recommend a dividend this year.

YEAR IN RETROSPECT:

The year 2019 started witnessing fragile global economy wherein the world economydecelerated to an estimated 2.9%. The Indian Economy was not immune to the slowdown andfaltered to stimulate any growth. Indian Merchandise exports registered negative growth of4.78% in 2019-20 against previous year.

An unexpected COVID-19 outbreak engulfed India too and resulted in nationwide lockdownstarting from 25 March 2020. Your Company's manufacturing activities came to complete haltfor eight days and adversely impacted the performance of fourth quarter of the year underreview. The Pandemic has dashed hope of an early recovery to the economy which will havewide ramifications in the current fiscal year. The export units like your Company havingmain clients based in Europe where conditions due to the virus are worse than India arelikely to be worst impacted for months to come. This relates more to the UK market wherenon-essential goods shops have been closed for over 2 months.

Against the backdrop of such challenges and fierce headwinds the performance of yourCompany has been quite successful and satisfying during the year under review despitepressure on prices due to intensified competition from China and Turkey and other underdeveloped countries which are exempted from import duty.

REVENUES:

The knitting production of 69.77 lakh pairs this year recorded volume growth of 22.29%over previous year. The additional production was knitted to fulfill the requirement ofexport orders of some new 'Brands' secured by your Company under the umbrella of onesenior existing client.

Total sale stood at Rs 2467.18 lakh registering top line growth of 9.70% againstprevious year. The wide mismatch between growth in knitting production and sales value isdue to less despatches of 2.61 lakh pairs compared to knitting production. The despatchesof some orders were deferred by UK client due to spread of Pandemic there. Alsonationwide lockdown was imposed on 25 March 2020; when manufacturing activities of yourCompany came to halt.

The export sale of Rs 2256.84 lakh achieved this year was 14.43% higher compared toprevious year; and constituted 91.47% of total sales against 87.40% in previous year.

Domestic sales remained flat during the year.

The average realized rate per pair of Rs 36.73 per pair is in close parity with Rs36.67per pair achieved in previous year.

Exchange Rate:

The exchange rates realized between years 2019-20 and 2018-19 remain at parity witheach other.

Detail 2019-20 2018-19
Rs / GBP 90.33 91.34
Rs / USD 70.71 69.78

The net benefit of exchange rates is Rs. 3.82 lakh in 2019-20 over 2018-19.

Expenditure:

Due to the change of suppliers for some items of raw materials and packing materialsthere has been some benefit in prices of those

items.

Power rate per pair increased by 5% and wages/salaries cost increased by 4.5% this yearover previous year.

In variable expenses there is reduction in per pair cost of store/spares fuel wagesand finance cost compared to previous year despite escalations.

The total fixed expenses have shown substantial saving. Overall there is saving of9.05% in total overhead cost (fixed + variable) per pair in this year against previousyear.

The entire management team put their best efforts with passion and vigor to reduce andrestrict cost of production.

Profit before Tax:

The profit before tax of Rs 200.77 lakh achieved this year despite loss of eightworking days in March'20 due to COVID-19 shows stellar improvement of 93.90% overprevious year. Cost reduction is one part of this inspiring achievement.

The comparative performance highlights for last five years are as under:

Particulars Units INDAS IGAAP
2019-20 2018-19 2017-18 2016-17 2015-16
Income Statement
Total Income Rs in Lakh 2715.83 2436.90 3568.98 2724.89 2651.94
Export Sale Rs in Lakh 2256.84 1972.14 2753.95 2021.09 2165.28
Operating EBITDA Rs in Lakh 396.90 309.62 670.59 647.87 596.49
Net Profit before Tax Rs in Lakh 200.77 105.82 494.71 503.84 470.34
Net Profit after Tax Rs in Lakh 148.35 64.74 347.05 352.43 323.98
Cash Profit Rs in Lakh 396.01 258.34 509.43 488.44 446.24
Balance Sheet
Net Worth Rs in Lakh 2171.52 2024.57 2043.96 1845.66 1637.84
Capital Employed Rs in Lakh 2180.87 2292.42 2034.07 1825.11 1614.39
Significant Ratios
Operating EBITDA/Net Sale % 16.09 13.77 22.15 27.63 25.50
Return on Capital Employed % 6.80 4.92 26.34 29.76 32.50
(EBIT/Avg. CE)
Price Earnings Ratio 7.21 41.12 23.49 14.99 11.94
Book Value Per ShareRs Rs 44.11 41.05 41.76 37.49 33.27
Current Ratio 4.02 3.96 2.39 4.31 5.33
Operations
Knitting Production Pairs in lakh 69.77 57.05 86.34 63.08 56.56
Pairs Dispatched Pairs in lakh 67.16 61.33 82.55 60.20 55.13
Sales realization Rs per pair 36.73 36.79 36.67 38.96 42.44
Earnings Per Share Rs 3.06 1.43 6.93 7.21 6.46

There is no change in the nature of business of your Company for the year under review.

Overview of the Economy:

India's growth for July-September 2019 period fell to 4.5% being the lowest of 11years. The final figures of GDP at the end of the year are likely to be worse thanexpectation due to sharp contraction in economic activity in March'20 because of COVID-19.

India's merchandise exports of USD 314.31 billion this year are lower than USD 331.02billion earned in previous year registering negative growth of 4.78%. Exports are themain springs of fast growth of every healthy economy. One of the main reasons fordecelerated growth of exports from India is high cost of production in India compared tomany South Asian countries. In India land prices are high. There are higher rates oftaxation interest electricity power transport and logistics items. Due to thesereasons foreign customers prefer to do business in Vietnam Indonesia and Malaysiacompared to India. The same holds good for foreign investors also.

On May 12 the Prime Minister Narendra Modi announced Rs. 20 lakh crore AtmanirbharBharat (Self Reliant India) stimulus package with slogan vocal for local to make itglobal. It aims at demand based economy system which is self producing and self consuming.The post COVID-19 revival package comprehensively covers all sectors of economy with amajor thrust to agriculture and MSMEs. 29% of India's GDP and 30% of India's export salesare contributed by MSMEs and hence they play important role in Indian economy. The packageis expected to revive the economy devastated by the pandemic build resilience in thesystem to cope up with such shocks and boast the economy to achieve double digit growthrate over a period of 10 year.

During the year the Company carried out sales in the following geographical segments.

Europe UAE India Rest of World Total
Revenues 1985.05 174.94 210.34 96.86 2467.18

INDUSTRY STRUCTURE AND DEVELOPMENT

The textile industry which includes yarn fabrics garments and hosiery items etccontinues to be the second largest employer after agriculture. India is amongst the fewcountries in the world which have manufacturing facilities across the entire value chainfrom fibre to garments. Besides there is ample availability of cotton polyester nylonand other raw materials in India normally used by textile industry.

Export of textiles including hosiery items earns the highest percentage of foreignearnings as import component in cost is very less.

Despite availability of resources and important role that textile industry plays inIndian economy the performance of the industry has been by and large lackluster sincesome years.

In domestic business there is unhealthy price competition between goods of organizedand unorganized sectors to the disadvantage of organized sector. Also there is dumping ofcheap Chinese goods posing tough competition to indigenous goods having much betterquality.

The exporters from India to the European countries entail a 10.6% import duty which isnot applicable to underdeveloped countries like Vietnam Sri Lanka and Bangladesh. Thisalso applies to Turkey as they fall under the EU. This is forcing Indian suppliers toreduce prices.

OPPORTUNITIES

There are strong indications that United States of America and Japan are calling backtheir industrial units based in China and relocating them in other peaceful countries likeIndia. If India seizes full or part of this opportunity to its advantage it willincrease employment and boast the Indian economy.

There are also indications that many countries world over are seriously thinking tostop purchasing from China and find alternate sources of supply. India can get sizableportion of this business. In short India can get additional export business and will befree from the hassles of cheap price competition.

Your Company has received " Udyam Registration Certificate" from Governmentof India Ministry of Micro Small and Medium

Enterprises where by your Company which was classified as "Large Enterprise"has been redefined as "Small Enterprise".

The benefit expected to accrue consequent to the change in definition are as under:-

1. Due to the MSME registration the bank loans become cheaper as the interest rate isvery low around ~ 1 to 1.5%. Much lower than interest on regular loans.

2. There is various tax rebates offered to MSME.

3. It also allowed credit for minimum alternate tax (MAT) to be carried forward for upto 15 years instead of 10 years.

4. There are many government tenders which are only open to the MSME Industries.

THREATS:

Nationwide lockdown was imposed on 25 March 2020 when the manufacturing activities ofyour Company came to complete halt. This

adversely impacted performance of last quarter of the year 2019-20.

Nationwide lockdown continued for five more weeks in 2020-21 creating sharpdeterioration in economic activities of the company. The main clients of your Companybased in UK are also facing the problem of spread of COVID-19. Therefore there will be adeferment of some export orders and some reduction in quantities of orders going forwardmainly from the UK market.

The situation may pose problem to the Company. But with deft handling of fundsemphasis on conserving cash and not much concern of liquidity for a few more months; theCompany will overcome the threat of adverse economic situation.

FINANCE

As on the date of Balance Sheet the Company is debt free in terms of long term loansexcepting loan on vehicles

WORKING CAPITAL LOAN

The Company is enjoying export packing credit and foreign bills purchase facilitiesfrom Company's Bankers.

INSURANCE

The properties and insurable interests of your Company in buildings plant machinerystocks etc. are adequately insured by the

Company.

CHANGE IN SHARE CAPITAL

The paid-up share capital of the Company as on March 31 2020 was Rs 4.93 Crores andthere has been no change in the capital structure of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

KEY MANAGERIAL PERSONNEL

Shri. Ajit P. Walwaikar was re-appointed as an Independent Director for the second termof Five years by the members at the Annual General Meeting held on 19 September 2019.

Shri. Harish H. Shah was re-appointed appointed as an Independent Director for thesecond term of Five years by the members at the Annual General Meeting held on 19September 2019.

Shri. Pheroze A. Dhanbhoora was appointed as an Independent Director for the period ofFive years by the members at the Annual General Meeting held on 19 September 2019.

BOARD OF DIRECTORS

The Company has a broad based Board of Directors duly constituted with proper balanceof Executive Directors Non-Executive Directors and Independent Directors. There is oneWoman Director on the Board. The changes in the composition of the Board of Directors arecarried out in compliance with the provisions of the Companies Act 2013.

Policy formulations setting up of goals evaluations of performance and controlfunctions vest with the Board. The composition of the Board of Directors of the Company ason March 31 2020 was as follows;

Sr No Name of the Director Category
1. Shri. Adi F. Madan Managing Director
2. Shri. Ajit P. Walwaikar Independent Director
3. Shri. Harish H. Shah Independent Director
4. Smt. Ayesha K. DadyBurjor Whole-time Director
5. Shri. Kaizad DadyBurjor Non- Executive Director
6. Shri. Pheroze A. Dhanbhoora Independent Director

BOARD MEETINGS

Regular meetings of the Board of Directors are held to discuss and decide on variousbusiness policies strategies and other business.

The Board met four (4) times during the FY 2019 - 20 on the following dates.

22/05/2019 13/08/2019 08/11/2019
13/02/2020
Name of the Member No of Meeting of Attended Whether attended Last AGM
Shri. Adi F. Madan 4 YES
Shri. Ajit P. Walwaikar 4 YES
Shri. Harish H. Shah 3 YES
Smt. Ayesha K. DadyBurjor 4 YES
Shri. Kaizad DadyBurjor 4 YES
Shri. Pheroze A. Dhanbhoora 4 NO

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies

Act 2013 stating that they meet the criteria of independence as provided insub-section (6).

COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee comprising of three Independent Directors.The Audit Committee reviews reports including significant audit observations and follow-upactions thereon. The Audit Committee also meets the Company's Statutory Auditors toascertain their views on the financial statements. The Committee members meet regularlyand make their recommendations in accordance with the terms of reference specified by theBoard. Such recommendations are thoroughly discussed in Board meetings and by and largeaccepted for implementation.

The names of Committee members are as under; Shri. Ajit P. Walwaikar- Chairman Shri.Harish H. Shah- Member Shri. Pheroze A. Dhanbhoora- Member

The Committee met Four (4) times during the Financial Year ended on 31/03/2020. All themembers of the Audit Committee are financially literate and bring in expertise in thefields of Finance Taxation Technical Secretarial and Legal issues. The attendancerecords of the members at the meeting were as follows: The Audit Committee met Four (4)times during the FY 2019 - 20 on the following dates.

22/05/2019 13/08/2019 08/11/2019
13/02/2020
Name of the Member Designation No of Meeting of Attended
Shri. Ajit P. Walwaikar Chairman 4
Shri. Harish H. Shah Member 3
Shri. Pheroze A. Dhanbhoora Member 4

NOMINATION AND REMUNERATION COMMITTEE

The Board has reconstituted a Nomination and Remuneration Committee consisting of threeIndependent Directors. The names of Committee members are as under; Shri. Ajit P.Walwaikar- Chairman Shri. Pheroze Dhanbhoora- Member Shri. Harish H. Shah- Member

The Committee has the mandate to recommend appointment/re-appointment of ExecutiveDirectors and appointment of employees from the level of Vice-President and above alongwith the remuneration to be paid to them. The remuneration is fixed keeping in mind theperson's track record his/her potential individual performance the market trends andscales prevailing in the similar industry.

The Committee met one (1) times during the financial year ended on 31/03/2020 as on22/05/2019. The attendance records of the members at the meeting were as follows:

Name of the Member Designation No of Meeting of Attended
Shri. Ajit P. Walwaikar Chairman 1
Shri. Pheroze A. Dhanbhoora Member 1
Shri. Harish H. Shah Member 1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has reconstituted a Stakeholder Relationship Committee consisting of threeDirectors two independent Directors and the

Managing Director.

The names of Committee members are as under; Shri. Ajit P. Walwaikar- Chairman Shri.Pheroze Dhanbhoora- Member Shri. Adi F. Madan- Member

The Company Secretary is designated as the "Compliance Officer" who overseesthe redressal of the Investors' grievances.

The Committee meets to approve share transfers transmission issue of duplicate sharecertificates re-materialization of shares and all other issues pertaining to shares andalso to redress investor grievances like non-receipt of dividend warrants non-receipt ofshare certificates etc. The Committee regularly reviews the movement in shareholding andownership structure. The Committee also reviews the performance of the Registrar andTransfer Agents.

The Committee met four (4) times during the financial year ended on 31/03/2020. Theattendance records of the members at the meeting were as follows:

The Committee met four (4) times during the FY 2019 - 20 on the following dates.

22/05/2019 13/08/2019 08/11/2019
13/02/2020
Name of the Member Designation No of Meeting of Attended
Shri. Ajit P. Walwaikar Chairman 4
Shri. Pheroze A. Dhanbhoora Member 4
Shri. Adi F. Madan Member 4

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud and corruption free work culture has been the core of the Company. In view of thepotential risk of fraud corruption and unethical behavior which could adversely impactthe Company's business operations the Company has an established mechanism forDirectors/Employees to report concerns about unethical behavior actual or suspected fraudor violation of the code of conduct or ethics policy. It also provides for adequatesafeguards against victimization of Directors/employees who avail of the mechanism. TheCompany affirms that no personnel have been denied access to the Audit Committee. TheCompany has formulated a Policy of Vigil Mechanism and has established a mechanism thatany personnel may raise Reportable Matters within 60 days after becoming aware of thesame. All suspected violations and Reportable Matters are reported to the Chairman of theAudit Committee. The key directions/actions are informed to the Managing Director of theCompany.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Board of Directorshereby confirms that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations

relating to material departures;

(b) The Directors had 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 as on 31 March 2020 and of the profit andloss of the Company for the period ended 31 March 2020;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES

As the Company has no subsidiaries Section 129(3) of the Companies Act 2013 does notapply.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return in Form No. MGT-9 as at March 31 2020 formspart of this report as Annexure I.

AUDITORS

M/s. B. K. Khare & Co Chartered Accountants (Firm Registration No. 105102W) wasappointed as the Statutory Auditors of the Company at its 27 Annual General meeting fromthe conclusion of the said meeting until the conclusion of 32 Annual General meeting.

The Auditors' Report to the Shareholders for the year under review does not contain anyqualification.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. Vishal Dewang & Associates practicing Company Secretary was appointed as aSecretarial Auditor under the provision of section 204 of the Companies Act 2013 for thefinancial year 2019 - 20 in the Board Meeting held on 22 May 2019. The Report of the

Secretarial Auditor for the F.Y 2019 - 20 is annexed to this report as Annexure II. TheReport does not contain any qualification.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGOING

Additional information on conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 for the F.Y.2019-20 is annexed and forms part of this Report as Annexure - III

DETAILS RELATING TO DEPOSITS

Your Company has not accepted any deposit during the year nor has any deposit remainedunpaid or unclaimed as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or Courts or Tribunalsduring the year which would adversely impact the Company's operation in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The existing internal financial controls are commensurate with the nature sizecomplexity and business processes followed by the Company. They have been reviewed andfound generally satisfactory on the following key control matrices.

a) Entity Level Control b) Financial Control c) Operational Control which includedauthority and organization matrix risk management practices compliance framework withinthe origination ethics and fraud risk management management Information system selfassessment of control point business continuity and disaster recovery planning budgetarysystem etc.

Section 134(5)(e) of the Companies Act 2013 requires the submission of a report by theBoard of Directors of a listed Company which includes a statement ensuring that theCompany has laid down Internal Financial Controls to be followed by the Company and thatsuch Internal Financial Controls are adequate and operating effectively.

During the year the Company followed Policy Documents with regard to InternalFinancial Control along with Risk Control Matrix. The same have been tested by theInternal Auditors and the Statutory Auditors.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Your Company has not-

Given any loan to any person or other body corporate

Given any guarantee and provided any security in connection with a loan to any otherbody corporate or any person.

Acquired by way of subscription purchase or otherwise the securities of any otherbody corporate otherwise than in accordance with the law.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES

During the year your Company transferred the Rs179078 for the financial year ended31 March 2011 to the Investor Education and

Protection Fund in compliance with the provisions of Sections 124 and 125 of theCompanies Act 2013.

In compliance with these provisions read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 your Company alsotransferred 6300 Shares to the Demat Account of the IEPF Authority in respect of whichdividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

RISK MANAGEMENT

A documented risk management policy is in place as per section 134(3) (n) of theCompanies Act 2013.

Your Company is exposed to risk from fluctuation of foreign exchange rates marketeconomic slowdown or decline in demand in the

country of buyers of your Company's products prices of raw materials and finishedgoods compliances risk and people risk.

FOREIGN EXCHANGE RISK

During year under review the Company endeavoured to further mitigate the riskassociated with the exchange fluctuations by entering

into Forward Contracts with the Company's Bankers on very conservative and risk-adverse basis.

COMMODITY PRICES RISK

Your Company proactively manages the risk of purchasing raw materials through forwardbooking vendor development practices and inventory management. The Company's strongreputation for quality and services with overseas clients to some extent mitigates theimpact of price risk on finished goods.

COMPLIANCE RISK

Your company has to follow various statutes and regulations including the CompaniesAct. The Company is mitigating these risks through regular review of legal compliancescarried out through internal as well as external compliance audits.

PEOPLE RISK

Your Company nurtures and grooms the talented and key personnel for future businessleadership and looks after them judiciously so

that they stay with the Company.

CORPORATE SOCIAL RESPONSIBILITY

Section 135(1) of the Companies Act 2013 is not applicable to your Company becausethe net worth turnover and net profit of your Company during the year is less than therequired limits.

PREVENTION OF INSIDER TRADING

SEBI notified the SEBI (Prohibition of

the Company has formulated a new Code for Prevention of Insider Trading for DirectorsPromoters and Senior Executive Officers.

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company's shares by the Directors Key managerial personnel anddesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

RELATED PARTY TRANSACTIONS

There was no any Related Party Transaction during the reported Financial Year. Therewere no materially significant related party transactions entered by your Company withPromoters Directors Key Managerial Personnel or other persons which may have a potentialconflict with the interest of your Company. The details are given in Annexure - IVforming part of this report.

FORMAL ANNUAL EVALUATION

During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors. The exercise was carried outthrough a structured evaluation process covering various aspects of the Board functioningsuch as composition of the Board and Committees experience and competencies performanceof specific duties and obligations governance issues etc.

MEETING OF INDEPENDENT DIRECTORS

All the independent Directors of the Company held a meeting on 13 February 2020 andreviewed the performance of non-independent Directors and the Board as a whole. They alsoassessed the quality quantity and timeliness of flow of information between the Companymanagement and the Board.

They expressed their satisfaction at the performance of non-independent Directors andappreciated the flow of information from the

Company management.

COST AUDITORS

Pursuant to Section 148 of Companies Act and read with the Companies (Cost Records andAudit) Rules 2014 does not require textile industry to have cost audit records. Moreoverin terms of Rule 7 where the revenue of a company from exports in foreign exchangeexceeds seventy five percent of its total revenue the said company is also exempted frommaintaining cost audit records. The above rules were notified on 30.06.2014. In view ofthe above the Company is exempted from maintaining Cost Audit records and appointment ofCost Auditor for the financial year 2019-20.

RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of section 197 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are forming a part of this Reportas Annexure V of this report.

LISTING FEES

Your Company has paid the listing fees up to 31 March 2021 to the Bombay Stock Exchangeon 19 May 2020.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is not mandatorily required to submit a Corporate Governance Report as theequity share capital and net worth of the Company is less than the required limits as onthe last date of the previous financial year. Provided that where the provision of the Actbecomes applicable to the Company at a later date the Company shall comply with therequirement within six months from the date on which the provisions become applicable tothe Company.

ANTI SEXUAL HARASSMENT POLICY

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. An 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 Lady NGO representative is themember of the said Internal Complaints Committee and regularly attends the meetings whichare minuted.

The following is a summary of Sexual Harassment complaints received and disposed ofduring the year 2019-20: No. of complaints received: Nil No. of complaints disposed of:Not applicable

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31-03-2020 AND DATE OF THIS REPORT

The Company's manufacturing unit located at Navsari remained closed from 23 March2020 to 4 May 2020 and partially re-opened on 5 May 2020 which has impacted its salesand profit in the first quarter of the Financial Year 2020-21.

PARTICULARS OF EMPLOYEES

As per provision of Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 particulars of theemployees are required to be annexed in respect of the employees of the Company who werein receipt of total remuneration of Rs Rs. 60.00 Lakh per annum or Rs. 5.00 Lakh permonth. During the financial year 2019 20 there is no employee drawing remuneration asabove.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the co-operationand support extended to the Company by the Government of India the Gujarat StateGovernment and by the relevant Government Authorities Central State and Local theCompany's Bankers and the Business Associates.

Your Directors also thank all the employees at every level who through theirdedication co-operation and support have enabled the Company to achieve sustainedgrowth.

And to you our Shareholders we are deeply grateful for the confidence and faith thatyou have always reposed in us.

For and On Behalf of the Board of Directors

Place: Mumbai Adi F. Madan Pheroze Dhanbhoora
Date: 25 June 2020 Managing Director Director

.