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Visagar Polytex Ltd.

BSE: 506146 Sector: Others
NSE: VIVIDHA ISIN Code: INE370E01029
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VOLUME 876067
52-Week high 1.91
52-Week low 0.30
P/E 38.50
Mkt Cap.(Rs cr) 23
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Sell Price 0.00
Sell Qty 0.00
OPEN 0.78
CLOSE 0.78
VOLUME 876067
52-Week high 1.91
52-Week low 0.30
P/E 38.50
Mkt Cap.(Rs cr) 23
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 37th Annual Report forthe financial year ended March 31 2020:

BUSINESS PERFORMANCE:

(Rs. In Lacs)
PARTICULARS YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2019
Revenue from operations 1016.96 5382.57
Other income 14.44 7.63
Gross Income 1031.40 5390.20
Total Expenses 2466.72 5368.35
Net Profit Before Tax (1435.32) 21.85
Provision for Tax - 5.5
Net Profit After Tax (1435.32) 16.35

OPERATIONS AND FUTURE PLANS:

Your Company has seen a decrease in turnover during the year under review whichaccounted for Rs. 1016.96 Lakhs as compared to Rs 5382.57 Lakhs in FY 2018-19. The Companyhas incurred Net Loss of Rs. 1435.32 Lakhs as compared to Net Profit of Rs. 16.35Lakhs in FY 2018-19. Your Company is very much optimistic about the coming year. Sincethe Company is trying to reduce cost and expand its business your Directors are hopefulthat the results will be more encouraging.

Impact of Covid-19

During the last quarter of the year under review the incidence of Covid-19 developedinto a global pandemic. The directors have assessed the impact of Covid-19 on the businessat the balance 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. Therestrictions lockdowns & growing concerns of the Covid-19 pandemic will materiallyaffect the operations of the company.

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 2020.

SHARE CAPITAL:

As at March 31 2020 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 2020 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 into 292700534 (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 2019-20.

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 JOINT 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 of itstransfer to the Unpaid Dividend Accounts of the Company is required to be transferred tothe Investor Education and Protection Fund (IEPF) administered by the Central Government.If the same amounts is not claimed by the Members the said amount will be transferred toIEPF.

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. Kanwarlal Rathi (DIN: 06441986) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.

ii) Change in Directors and Key Managerial Personnel s:

Ms. Madhu Bala Vaishnav has been appointed as an Additional Director of the companyw.e.f 05th December 2019.

Mrs. Sheela Vijay Sawdekar resigned from the position of Independent Director ofthe Company w.e.f. 05th December 2019.

Mr. Subhankar Adhikary has been appointed as an Additional Director of the companyw.e.f 02nd August 2019.

Mrs. Babita Nilesh Joshi resigned from the position of Independent Director ofthe Company w.e.f. 02nd August 2019.

Mr. Kaushal Singh Yadav has been appointed as an Additional Director of the companyw.e.f 17th June 2019.

Ms. Pooja Bhardwaj resigned from the position of Independent Director of theCompany w.e.f. 17th June 2019.

Mr. Kailash Ram Gopal Chhaparwal has been appointed as an Additional Director of thecompany w.e.f 03rd August 2020.

Mr.Kuldeep Kumar has been appointed as an Additional Director of the company w.e.f 28thSeptember 2020 and Mr. Subhankar Adhikary has resigned from the position of directorshipw.e.f 28th September 2020.

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

As on the date of this Board s Report i.e. as on December 04 2020 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 06441986 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 01211651 Non-Executive Independent Director
Chhaparwal

As on the date of this Board s Report i.e. as on December 04 2020 your Company sKey

Managerial Personnel are as follows:

Name of KMP Designation
Mr. Sachin Chandrakant Mehta Chief Financial Officer
Mr. Pravin Jogendra Mishra 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 2015a 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 the

Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

v) Meetings of the Board:

During the year ended March 31 2020 Eight (8) Board Meetings were held by the Companyon May 30 2019; June 17 2019; August 02 2019; August 13 2019; August 29 2019;November 14 2019; December 05 2019 and February 14 2020. Details of the meetings andthe attendance record of the Directors are mentioned in the Corporate Governance sectionwhich forms part of this Report.

vi) Committees of the Board:

At present there are three (3) Committees of Board i.e. Audit Committee Stakeholders

Relationship Committee & Nomination & Remuneration Committee. The Compositionand other details related to the Committees have been stated in the Corporate GovernanceReport 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 integral part of thisReport 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 Company i.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 atthelink:http://vpl.visagar.com/attachments/PolicyonRelatedPartyTransactions.pdf

AUDITORS & THEIR REPORT:

a) Statutory Auditor:

S.C. Mehra & Associates LLP Chartered Accountants (Firm Registration No 106156W/W100305)is the Statutory Auditors of the Company appointed at the AGM in the year 2017 for aperiod of 5 years till the conclusion of the Annual General Meeting to be held in theyear 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 GuptaPractising Company Secretary as Secretarial Auditors to undertake Secretarial Audit of theCompany for the financial year ended March 31 2020. The Secretarial Audit Report isattached herewith marked as "Annexure C" and forms an integral part ofthis report.

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 thereunder except in respect of matters specified below:-

1. During the year company has maintain minutes of board meeting andother committee in electronic mode.

2. As per Regulation 30 (LODR) Newspaper cutting is not uploaded forun-audited financial result for the quarter ended 31st December 2019 30thSeptember 2019 and 31st March 2020.

3. As per Regulation 30 (LODR) Newspaper publication is not uploaded forIntimation of Board Meeting for the quarter ended 13th August 2019 and 14thNovember 2019.

4. During the year company has 43500000 forfeiture of convertiblewarrants issued on Preferential basis which is allotted on 14th March 2018 topromoter & Non-promoters group. As per the terms of allotment of thesaid Warrants read with Chapter V of SEBI ICDR Regulations 2018 (Chapter VII of SEBI ICDRRegulation 2009) the Warrant holders were entitled to exercise the right attached to thesaid Warrants and subscribe to one (1) Equity Share of Rs. 1/- each against each Warrantwithin a period of Eighteen (18) months from the date of allotment of such Warrants i.e.on or before September 13 2019.

5. During the Year company has received Show cause Notice from NSE duenon compliance of Composition of Audit Committee and Composition of Nomination andRemuneration Committee for the year 2017-2018 and 2018-2019.

6. On BSE site the status of the company is showing "AdditionalSurveillance Measure" (ASM).

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 2019-2020 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 2020 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2020 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.The status of dematerialisation of shares as on March 31 2020 is mentioned in theCorporate Governance 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 2019-20.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act 2013and Regulation 22 of theListing Regulations the Company has formulated Whistle Blower Policy for vigil mechanismof Directors and employees to report to the management about the unethical behavior fraudor violation of

Company s code of conduct. The mechanism provides for adequate safeguards againstvictimization of employees and Directors who use such mechanism and makes provision fordirect access to the chairman of the Audit Committee in exceptional cases. None of thepersonnel of the Company has been denied access to the Audit Committee.

The Policy is also available on the web-site at theweb-linkhttp://vpl.visagar.com/attachments/Revisedvigilmechanismpolicy.pdf . The AuditCommittee of Directors are entrusted with the responsibility to oversee the Vigilmechanism. During the year 2019-20 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 2019 20.

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 ofthis Report.

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 VisagarPolytex Limite
Sd/-
Tilokchand Kothari
Place: Mumbai Chairman & Managing Director
Date: December 04 2020 DIN: 00413627

ANNEXURE - A

Form No.MGT-9

Extract of Annual Return as on the financial year ended March 31 2020 [Pursuantto Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies (Managementand Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L65990MH1983PLC030215
ii) Registration Date 16.06.1983
iii) Name of the Company VISAGAR POLYTEX LIMITED
iv) Category/Sub - Category of the Company
v) Category Public Company
vi) Sub Category Company limited by shares
vii) Address of the Registered Office 907/908 Dev Plaza Opp. Andheri Fire Station S.V. Road Andheri (West) Mumbai - 400058
viii) Contact Details 022-67424815 Email id: contact@visagar.com/secretarial@visagar.com
ix) Whether listed company Yes
x) Name Address and Contact details of Registrar and Transfer Agent if any
xi) Name Adroit Corporate Services (P) Limited
xii) Address 19/20 Jafferbhoy Industrial Estate 1st Floor Makwana Road Marol Naka Andheri (East) Mumbai 400059.
xiii) Contact Tel: 42270414/42270423/42270426 Fax No.: 022 -28503748 Email id: rnt@adroitcorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated: -

Sr. No Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company
1 Manufacture of Textiles 139 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary /Associate % of Shares held Applicable Section
NA NA NA NA NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
Promoter
1) Indian
a) Individual/ HUF - - - - - - - - -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp 2460533 - 2460533 0.84 2460533 - 2460533 0.84 -
e) Banks / FI - - - - - - - - -
f) Any Other
Directors 66050659 - 66050659 22.57 66050659 - 66050659 22.57 -
Directors Relatives 5028000 - 5028000 1.72 5028000 - 5028000 1.72 -
Sub-total(A)(1):- 73539192 73539192 25.12 73539192 73539192 25.12 -
2) Foreign
a) NRIs- Individuals - - - - - - - - -
b) Other- - - - - - - - - -
c) Individuals
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other…. - - - - - - - - -
g) Sub- total(A)(2):- - - - - - - - - -
Total 73539192 - 73539192 25.12 73539192 - 73539192 25.12 -
Shareholding of Promoters & Promoter Group (A)=(A)(1) +(A)(2) Public Shareholding
1) Institutions
a) Mutual Funds - - - - -
b) Banks / FI 90000 0 90000 0.03 180076 0 180076 0.06 0.03
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital - - - - - - - - -
Funds
i) Others (specify) - - - - - - - - -
j) Sub-total
(B)(1) 90000 0 90000 0.03 180076 0 180076 0.06 0.03
2) Non- Institutions
a) Bodies Corp.
ai) Indian 41659963 104852 41764815 14.27 36454259 104852 36559111 12.49-1.78
aii) Overseas - - - - - - - - -
b)Individuals - - - - - - - - -
bi)Individual shareholders holding nominal share capital uptoRs. 1 lakh 92464127 459654 92923781 31.75 93583382 459654 94043036 32.13 0.38
bii)Individual shareholders holding nominal share capital excess of Rs lakh 53874177 23000000 76874177 26.26 81170452 - 81170452 27.73 1.47
c)Others
ci)Clearing 138286 - 138286 0.05 834911 0 834911 0.29 0.24
Member
cii) NRIs 7370283 - 7370283 2.52 6373756 0 6373756 2.18 (0.34)
b) Sub- total(B)(2) 195506836 23564506 219071342 74.84 218416760 564506 218981266 74.81 (0.03)
c)Total Public Shareholding (B)=(B)(1)+ (B)(2) 195596836 23564506 219161342 74.88 218596836 564506 219161342 74.88 0.00
d) Shares held by Custodian for GDRs & ADRs - - - - - - - - -
e) Grand
Total (A+B+C) 269136028 23564506 292700534 100.00 292136028 564506 292700534 100.00 0.00

ii. Shareholding of Promoters

Sr. No Shareholder s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares % change in share holding during the year
1. Tilokchand Manaklal Kothari 66050659 22.57 20.89 66050659 22.57 20.89 -
2. Trisha Media Limited 2460533 0.84 - 2460533 0.84 - -
3. Sagar Tilokchand Kothari 5008000 1.71 - 5008000 1.71 - -
4. Tilokchand Kothari (HUF) 20000 0.01 - 20000 0.01 - -
Total 73539192 25.12 18.77 73539192 25.12 18.77 -

iii. Change in Promoters' Shareholding (please specify if there is no change)

Sr. No Name of the Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Mr. Tilokchand Kothari
At the beginning of the year 66050659 22.57 66050659 22.57
Increase / Decrease during the year
At the End of the year 66050659 22.57 66050659 22.57
2. Mr. Sagar Tilokchand Kothari
At the beginning of the year 5008000 1.71 5008000 1.71
Increase / Decrease during the year

No change during the year

At the End of the year 5008000 1.71 5008000 1.71
3. Tilokchand Kothari (HUF)
At the beginning of the year 20000 0.01 20000 0.01
Increase / Decrease during the year

No change during the year

At the End of the year 20000 0.01 20000 0.01
4. Trisha Media Ltd
At the beginning of the year 2460533 0.84 2460533 0.84
Increase / Decrease during the year

No change during the year

At the End of the year 2460533 0.84 2460533 0.84

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No Name of Shareholder Shareholding at the beginning of the year Change in Shareholding during the year Shareholding at the end of the year
No. of shares % of total Share Capital Increase (No. of Shares) Decrease (No. of Shares) No. of shares % of total Share Capital
1. Vinod Manilal Gala 0 0 8000000 -- 8000000 2.73
2. Pravin Nanji Gala HUF 0 0 5000000 -- 5000000 1.71
3. Dulcet Advisory Private Limited 4100000 1.40 -- -- 4100000 1.40
4. Mystic Electronics Limited 3500000 1.20 -- -- 3500000 1.20
5. Birla Power Solutions Limited 2637066 0.90 -- -- 2637066 0.90
6. Attribute Shares and Securities Private Limited 2500000 0.85 -- 2500000 0.85
7. Hitesh Malsi Rita 0 0 2500000 -- 2500000 0.85
8. Forever Flourishing Finance & Investments Private Limited 2500000 0.85 -- -- 2500000 0.85
9. Dhrumil Pravin Gala 0 0 2500000 -- 2500000 0.85
10. Golden Medows Export Private Limited 2500000 0.85 -- -- 2500000 0.85
11. Hitesh M Ritaa 0 0 2500000 -- 2500000 0.85

Shareholding of Directors and Key Managerial Personnel:

Sr. N o For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of shares % of total shares of the company
1. Mr. Tilokchand Kothari
(Managing Director)
At the beginning of the year 66050659 22.57 66050659 22.57
Increase / Decrease during the year
At the End of the year 66050659 22.57 66050659 22.57

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the FY
i) Principal Amount 89100192 7776546 -- 96876738
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not -- -- -- --
Total(i+ii+iii) 89100192 7776546 -- 96876738
Change in Indebtedness during the FY
- Addition -- 13727042 -- 13727042
- Reduction 10066458 -- -- (10066458)
Net Change (10066458) 13727042 -- 3660584
Indebtedness at the end of the FY
i) Principal Amount 79033734 21503588 -- 100537322
ii) Interest due but not paid - - -- -
iii) Interest accrued but not due - - -- -
Total (i+ii+iii) 79033734 21503588 -- 100537322

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/ or Manager

Sl. No Particulars of Remuneration Name of MD/ WTD/ Manager Mr. Tilokchand Kothari (Managing Director) Total Amount
Gross salary
(a)Salary as per provisions contained in section17(1) of the Income Tax Act1961 NIL NIL
(b)Value of perquisites u/s 17(2) of Income Tax Act 1961 NIL NIL
(c)Profits in lieu of salary under section 17(3) of Income Tax Act 1961 -- --
Stock Option -- --
Sweat Equity -- --
Commission -- --
- as % of profit
- others specify…
Others please specify -- --
Total (A) NIL NIL

B. Remuneration to other directors:

Particulars of Remuneration Name of Directors Total Amount
(Sitting Fees) Subhanka r Adhikary Madhubal a Vaishnav Kaushal Singh Yadav
Independent Directors 30000 30000 30000 -- -- 90000
Fee for attending
Board/Committee
Meetings
Commission
Others please specify
Total (1) 30000 30000 30000 -- -- 90000
Other Non-Executive
Directors
Fee for attending board / committee meetings -- -- -- -- --
Commission -- -- -- -- --
Others please specify
Total (2) -- -- -- -- --
Total (B)=(1+2) 30000 30000 30000 -- -- 90000
Total Managerial -- -- -- -- --
Remuneration
Overall Ceiling as per the Act -- -- -- -- --

Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

Sl. no. Particulars of Remuneration Mr.Pravin Mishra Company Secretary Key Managerial Personnel Mr. Sachin Chandrakant Mehta Total
Gross salary
Salary as per provisions contained in section Rs. 195000/- Rs. 300000/- Rs. 495000/-
17(1) of the Income-tax Act 1961
Value of perquisites u/s -- -- --
17(2) Income-tax Act 1961
Profits in lieu of salary under section 17 (3) of -- -- --
Income Tax Act 1961 Stock Option -- -- --
Sweat Equity -- -- --
Commission -- -- --
- as % of profit
- others specify…
Others please specify -- -- --
Total Rs. 195000/- Rs. 300000/- Rs. 495000/-

PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the companies Act Brief description Details of Penalty/ Punishment/ Compounding[RD/NCLT fees imposed Authority / Court] Appeal made. If any(give details)
Company
Penalty -- -- -- -- --
Punishment -- -- -- -- --
Compounding -- -- -- -- --
Directors
Penalty -- -- -- -- --
Punishment -- -- -- -- --
Compounding -- -- -- -- --
Other Officers In Default
Penalty -- -- -- -- --
Punishment -- -- -- -- --
Compounding -- -- -- -- --

ANNEXURE - B

NOMINATION & REMUNERATION POLICY

PREAMBLE:

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Regulation19(4) read with Para A (1) of Part D of Schedule II of the Securities and Exchange Boardof India (Listing Obligations and

Disclosure Requirements) Regulations 2015 ("Listing Regulations")as amendedfrom time to time. This policy on Nomination and Remuneration of Directors Key ManagerialPersonnel and Senior Management has been formulated by the Nomination and RemunerationCommittee (NRC or the Committee) and has been approved by the Board of Directors.

APPLICABILITY:

This Policy is applicable to all the Directors Key Managerial Personnel (KMP) andSenior Management team and other employees of Visagar Polytex Limited ("Company").

DEFINITIONS:

i) "Act" means Companies Act 2013 and rules framed thereunder asamended from time to time;

ii) "Board of Directors" or Board in relation to the company meansthe collective body of the Directors of the Company;

iii) "Company" means "Visagar Polytex Limited"; and

iv) "Policy" or "This policy" means Nomination andRemuneration Policy.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 and the Listing Agreement as maybe amended from time to time shall have the meaning respectively assigned to them therein.

ROLE OF THE COMMITTEE:

The role of the Committee will be the following:

i) To formulate criteria for determining qualifications positive attributes andindependence of a Director;

ii) To formulate criteria for evaluation of Independent Directors and the Board;

iii) To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down in this policy;

iv) To carry out evaluation of Director s performance; and

v) To recommend to the Board the appointment and removal of Directors and SeniorManagement.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend his / her appointment as per Company s Policy.

A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

? Remuneration to Managing Director / Whole-time Directors:

a. The Remuneration/ Commission etc. paid to Managing Director / Whole-time Directorsshall be governed as per provisions of the Companies Act 2013 and rules made there underor any other enactment for the time being in force and the approvals obtained from theMembers of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the

Board of Directors as it may consider appropriate with regard to remuneration ofManaging Director / Whole-time Director.

? Remuneration to Non- Executive / Independent Directors:

a. The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

AMENDMENTS TO THE NOMINATION AND REMUNERATION POLICY:

The Board of Directors on its own and/or as per the recommendations of Nomination andRemuneration Committee can amend this policy as deemed fit from time to time.

By Order of the Board of Directors

For VisagarPolytex Limited

Sd/- Tilokchand Kothari

Managing Director

DIN: 00413627

Place: Mumbai

Date: December 04 2020

.