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Visagar Polytex Ltd.

BSE: 506146 Sector: Others
NSE: VIVIDHA ISIN Code: INE370E01029
BSE 00:00 | 03 Feb 1.12 0.02
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NSE 00:00 | 03 Feb 1.10 0
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OPEN 1.11
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VOLUME 157438
52-Week high 2.48
52-Week low 0.92
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.11
CLOSE 1.10
VOLUME 157438
52-Week high 2.48
52-Week low 0.92
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Visagar Polytex Ltd. (VIVIDHA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 38thAnnual Report for thefinancial year ended March 31 2021:

BUSINESS PERFORMANCE:

(Rs. In Lacs)

PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Revenue from operations 481.40 1016.96
Other income 30.11 14.44
Gross Income 511.51 1031.40
Total Expenses 507.33 2466.72
Net Profit Before Tax 4.18 (1435.32)
Provision for Tax - -
Net Profit After Tax 4.18 (1435.32)

OPERATIONS AND FUTURE PLANS:

Your Company has seen a decrease in turnover during the year under review whichaccounted for Rs. 481.40Lakhs as compared to Rs1016.96 Lakhs in FY 2020-21. The Companyhas incurred Net Profit of Rs.4.18 Lakhs as compared to Net Loss of Rs. (1435.32) Lakhs inFY 2019-20. Your Company is very much optimistic about the coming year. Since the Companyis trying to reduce cost and expand its business your Directors are hopeful that theresults will be more encouraging.

Impact of Covid-19

During the year under review the incidence of Covid-19 developed into a globalpandemic. The directors have assessed the impact of Covid-19 on the business at thebalance sheet date and there are significant adverse impact in business revenue andchanges as of the balance sheet date. The company continues to provide the services to itscustomers although some parts of the business have been disrupted due to the currentlockdown conditions in most part of the country. Due to the worldwide uncertainty causedby Covid-19 and its potential to impact the company the company has put in placemitigation plans to minimize the adverse impact on both revenue and profitability. Thereare no material changes or commitments affecting the financial position of the Companybetween the end of the financial year and the date of the report.

EXPANSION:

Your Company is continuously exploring opportunities for growth expansion andmodernization of its projects. In addition to the above growth efforts the company isalso contemplating setting up of and/or investing in some projects relating to theactivities of the company.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended March 31 2021.

SHARE CAPITAL:

As at March 31 2021 the Authorised share capital of the Company was Rs.350000000(Rupees Thirty-Five Crores Only) divided into 350000000 (Thirty-FiveCrores) Equity Shares of Re. 1/- (Rupee One Only) each.

As at March 31 2021 the paid-up Equity Share Capital of the Company stood at Rs.292700534 (Rupees Twenty-Nine Crores Twenty-Seven lakhs five hundred &thirty-fouronly) divided into292700534 (Twenty-Nine Crores Twenty-Seven lakhs five hundred &thirty-four) Equity Shares of Re. 1/- (Rupee One Only) each.

BONUS:

During the year no bonus shares are issued by the Company.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2020-21.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of Chartered Accountants of India.

SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The amount of dividends remaining unpaid / unclaimed for seven years from the date ofits transfer to the Unpaid Dividend Accounts of the Company is required to be transferredto the Investor Education and Protection Fund (IEPF) administered by the CentralGovernment. An amount of Rs. 31089.90/- declared for the year 2012-13 is unclaimed. Ifthe same is not claimed by the Members the said amount will be transferred to IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Vikramjit Singh Gill (DIN: 08875328) Director of theCompany retires by rotation at this Annual General Meeting of the Company and beingeligible offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnel's:

Mr. Vikramjit Singh Gill has been appointed as an Additional Director of the companyw.e.f 02nd January 2021.

Mr. Kanwarlal Rathi resigned from the position of Independent Director of the Companyw.e.f. 02nd January 2021.

iii) Composition of Board of Directors and Key Managerial Personnel's:

As on the date of this Board's Report i.e. as on September02 2021 your Company'sBoard of Directors comprises of the following Directors:

Name of the Director Director Identification Number (DIN) Category
Tilokchand Manaklal Kothari 00413627 Chairman &Managing Director
Kanwar Lal Rathi (Resigned on 02nd January 2021) 06441986 Executive Director
Vikramjit Singh Gill(Appointed on 02nd January 2021) 08875328 Executive Director
Kuldeep Kumar 08373716 Non-Executive Independent Director
Kaushal Singh Yadav 08484455 Non-Executive Independent Director
Madhubala Vaishnav 08376551 Non-Executive Independent Director
Kailash Ram Gopal Chhaparwal (Appointed on 03rd August 2021) 01211651 Non-Executive Non- Independent Director

As on the date of this Board's Report i.e. as September 02 2021 your Company's KeyManagerial Personnel are as follows:

Name of KMP Designation
Mr. Sachin Chandrakant Mehta Chief Financial Officer
Ms. Parul Gupta Company Secretary and Compliance Officer

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

v) Meetings of the Board:

During the year ended March 31 2021 Twelve(12) Board Meetings were held by theCompany onJune 30 2020; 28th July 2020; 03rd August 2020; 14thAugust 2020; 14th September 2020;28th September 2020; 12thNovember 2020; 04th December 2020; 02nd January 2021; 23rdJanuary 2021; 12thFebruary 2021and 02nd March 2021.Details of themeetings and the attendance record of the Directors are mentioned in the CorporateGovernance section which forms part of this Report.

vi) Committees of the Board:

At present there are three (3) Committees of Board i.e. Audit CommitteeStakeholders' Relationship Committee & Nomination & Remuneration Committee. TheComposition and other details related to the Committees have been stated in the CorporateGovernance Report which forms part of this report.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All Independent Directors of your Company have individually and severally given adeclaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013.Based on the declaration(s) of Independent Directors the Board of Directors recorded itsopinion that all Independent Directors are independent of the Management and havefulfilled the conditions as specified in the Companies Act 2013 rules made thereunder aswell as applicable provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 at the end of the financial year and ofthe profit and loss of the company for that period;

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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Textile Sector.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as "Annexure A".

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained in the Corporate Governance Report. The Nomination& Remuneration Policy is annexed as "Annexure B" to this Report. TheNomination & Remuneration Policy is also available in the website of the Companyi.e.http:/ / vpl.visagar.com/investors.html

AUDIT COMMITTEE:

Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013as well as Part C of Schedule II of the Listing Regulations. The composition ofthe Audit Committee detail of terms of reference number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into by the Company during thefinancial year under review were on arms' length basis and in the ordinary course ofbusiness. There are no material significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at largehence Form AOC-2 is not applicable to the Company. The policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Company's website at thelink:http:/ /vpl.visagar.com/attachments/PolicyonRelatedPartyTransactions.pdf

AUDITORS & THEIR REPORT:

a) Statutory Auditor:

S.C. Mehra & Associates LLP Chartered Accountants (Firm Registration No106156W/W100305) is the Statutory Auditors of the Company appointed at the AGM in the year2017 for a period of 5 years till the conclusion of the Annual General Meeting to be heldin the year 2022.

There is no audit qualification reservation or adverse remark for the financial yearunder review.

Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mr. Vijay Ramesh GuptaPracticing Company Secretary as Secretarial Auditors to undertake Secretarial Audit of theCompany for the financial year ended March 31 2021. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part of thisreport.

Secretarial Auditor has made and mentioned the following observation in its report:

(a) The listed entity has complied with the provisions of the above Regulations andcirculars/guidelines issued there under except in respect of matters specified below:-

 

1. During the year company has maintain minutes of board meeting and other committee inelectronic mode.

2. As per Regulation 30 (LODR) Newspaper publication is not uploaded forIntimation of Board Meeting for the quarter ended 30th June 2020.

3. During the year company has 43500000 forfeiture of convertible warrants issued onPreferential basis which is allotted on 14th March 2018 to promoter&Non-promoters group. As per the terms of allotment of the said Warrants readwith Chapter V of SEBI ICDR Regulations 2018 (Chapter VII of SEBI ICDR Regulation 2009)the Warrant holders were entitled to exercise the right attached to the said Warrants andsubscribe to one (1) Equity Share of Rs. 1/- each against each Warrant within a period ofEighteen (18) months from the date of allotment of such Warrants i.e. on or beforeSeptember 13 2019.

4. During the Year company has received Show cause Notice from NSE due toNon-compliance with corporate governance under regulation 17 of SEBI (Listing Obligations& Disclosure

Requirements) Regulations 2015 i.e. during the period from 01.04.2020 to 30.06.2020the Board consisted of 2 Executive Directors & 3 Independent Director and not 6Directors on Board as Members as Company comes under Top 2000 Market Cap as on March 312020.

5. On BSE site the status of the company is showing "Additional SurveillanceMeasure" (ASM).

7. Company has appointed Independent Directors but the name of the IndependentDirectors has not registered under the Database of Independent Directors.

b) Internal Auditor:

M/s. Lakhpat M Trivedi& Co. Chartered Accountants Mumbai (Registration No.109047) was appointed as Internal Auditor of the Company for the FY 2020-2021 and theInternal Audit Report prepared by them was placed before the Audit Committee.

RISK MANAGEMENT:

Risk Management is a risk-based approach to manage an enterprise identifying eventsthat may affect the entity and manage risks to provide reasonable assurance regardingachievement of entity's objective. The risk management process consists of riskidentification risk assessment risk prioritization risk treatment or mitigation riskmonitoring and documenting the new risks. The Company has laid a comprehensive RiskAssessment and Minimization Procedure which is reviewed by the Audit committee andapproved by the Board from time to time. These procedures are reviewed to ensure thatexecutive management controls risk through means of a properly defined framework. In theopinion of your Board none of the risks which have been identified may threaten theexistence of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:

Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended March 31 2021 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2021 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this Report.

CORPORATE GOVERNANCE:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.

INSURANCE:

The fixed assets of the Company have been adequately insured.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares. Thestatus of dematerialisation of shares as on March 31 2021is mentioned in the CorporateGovernance section which forms part of this Report.

LISTING OF SHARES:

The shares of your Company are listed at National Stock Exchange of India Limited andBSE Limited. The applicable Annual Listing fees have been paid to both the Stock Exchangesfor the financial year 2020-21.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations the Company has formulated Whistle Blower Policy for vigilmechanism of Directors and employees to report to the management about the unethicalbehavior fraud or violation of Company's code of conduct. The mechanism provides foradequate safeguards against victimization of employees and Directors who use suchmechanism and makes provision for direct access to the chairman of the Audit Committee inexceptional cases. None of the personnel of the Company has been denied access to theAudit Committee.

The Policy is also available on the web-site at the web-linkhttp://vpl.visagar.com/attachments/Revisedvigilmechanismpolicy.pdf . The AuditCommittee of Directors are entrusted with the responsibility to oversee the Vigilmechanism. During the year 2020-21 no complaints were received.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2020 - 21.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134[3][m] of the Act read with theCompanies [Accounts] Rules 2014 are provided in the 'Annexure D' and forms part of thisReport.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients Bankers BusinessAssociates and the Government and other regulatory authorities and thank all stakeholdersfor their valuable sustained support and encouragement towards the conduct of theproficient operation of the Company. Your Directors would like to place on record theirgratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors For VisagarPolytexLimite

Place: Mumbai Sd/-
Date: September 02 2021 Tilokchand Kothari Chairman & Managing Director DIN: 00413627

.