Your Directors are pleased to present their 35thAnnual Report for thefinancial year ended March 31 2018:
|PARTICULARS ||YEAR ENDED 31.03.2018 ||YEAR ENDED 31.03.2017 |
|Revenue from operations ||8226.96 ||8115.18 |
|Other income ||3.40 ||2.27 |
|Gross Income ||8230.36 ||8117.45 |
|Total Expenses ||8059.44 ||7951.69 |
|Net Profit Before Tax ||170.92 ||165.76 |
|Provision for Tax ||30.00 ||30.00 |
|Net Profit After Tax ||140.92 ||135.76 |
OPERATIONS AND FUTURE PLANS:
Your Company has seen an increase in turnover during the year under review whichaccounted for Rs. 8226.96 Lakhs as compared to Rs. 8115.18 Lakhs in FY 2016-17. The NetProfit has also increased from Rs. 135.76 Lakhs in FY 2016-17 to Rs. 140.92 Lakhs in FY2017-18. Your Company is very much optimistic about the coming year. Since the Company istrying to reduce cost and expand its business your Directors are hopeful that the resultswill be more encouraging.
Your Company is continuously exploring opportunities for growth expansion andmodernization of its projects. The Company has already successfully inaugurated its newplant in Gurugram Delhi by providing the requisite organic growth to the Company. Inaddition to the above growth efforts the company is also contemplating setting up ofand/or investing in some projects relating to the activities of the company.
In order to plough back the profit your Directors have not recommended any dividendfor the year ended March 31 2018.
As at March 31 2018 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. During the year there is anincrease in Authorisedsharecapital of the Company by Rs.
10.00. 00.000 (Rupees Ten Crores Only) divided into 100000000 (Ten Crores) EquityShares of Re. 1/- (Rupee One Only) each.
As at March 31 2018 the paid-up Equity Share Capital of the Company stood at Rs.
24.62.00. 534(Rupees Twenty four Crores Sixty two lakhs five hundred & thirty fouronly) divided into
24.62.00. 534 (Twenty four Crores Sixty two lakhs five hundred & thirty four)Equity Shares of Re. 1/- (Rupee One Only) each. During the year the Company had issued90000000(Nine Crores) Convertible Warrants of Re. 1/- (Rupees One Only) each onpreferential basis at an issue price of Rs. 1.12/- each.
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 2017-18 andinstead intends to retain the net profit of Rs. 14091611/- in the Profit & LossAccount for the year ended March 31 2018.
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 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.An amount of Rs. 55052.90/- declared for the year 2010-11 is unclaimed. If the same isnot 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. 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 Personnels:
During the year under review Mr. Yash Malhotra has resigned from the directorship ofthe Company w.e.f. August 10 2017due to personal reasons. The Board considered andapproved his resignation from the post of Directorship with effect from August 102017the same is disclosed in Annual Report for the year 2017-18. The Board place on recordits gratitude for the services rendered by him during the tenure as director of theCompany.
Mr. Tilokchand Kothari Managing Director of the Company was disqualified being actedas Director as per list issued by Ministry of Corporate Affairs in the month of September2017. Mr. Kothari has filed petition in Delhi High Court with respect to removal ofDisqualification. The order of high court was in favour of Mr. Kothari and the same hasbeen accepted by Registrar of Companies Mumbai. Accordingly his disqualification hasbeen removed and he can act as director of the Company.
Ms. Parul Gulati was appointed as an Additional Director (Non-Executive Independent)w.e.f. September 30 2017.
iii) 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 theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
iv) Meetings of the Board:
During the year ended March 31 2018 Ten(10) Board Meetings were held by the Companyon April 19 2017; May 30 2017; August 10 2017; September 7 2017; December 6 2017;December 14 2017; January 11 2018; February 14 2018 March 14 2018 and March 292018.Details of the meetings and the attendance record of the Directors are mentioned inthe Corporate Governance section which forms part of this Report.
v) 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 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.
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/policyrtp.pdf.
AUDITORS & THEIR REPORT:
a) Change in Statutory Auditor:
At the AGM held on 30th September 2017 for the Financial year ended2016-17 the Members have approved and accorded their assent for appointment of M/s. S.C.Mehra & Associates Chartered Accountants as Statutory Auditors of the Company to holdoffice from the conclusion of the 34th Annual General Meeting until theconclusion of the 39th Annual General Meeting of the Company
to be held in the year 2022 subject to the ratification of the Members at every AnnualGeneral Meeting.
Pursuant to the first proviso to Section 139 of the Companies Act 2013 theappointment of the Statutory Auditors was required to be placed for ratification at everyAnnual General Meeting. The said proviso has been omitted by MCA vide its notificationdated 7th May 2018 with immediate effect.
The Company has received a letter from Auditors to the effect that their appointment ifmade it would be within the prescribed limits under Section 139 of the Companies Act 2013for Financial Year 2018-19.
The Statutory Auditors M/s. S.C. Mehra & Associates have issued their reports onStandalone Financial Statements for the year ended 31st March 2018. There areno adverse remarks or qualifications in the said report. The Notes on Accounts referred toin the Auditors' Report are self-explanatory and do not call for any further comments.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Miss Pooja Jain PractisingCompany Secretary as Secretarial Auditors to undertake Secretarial Audit of the Companyfor the financial year ended March 31 2018. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of this report.
Secretarial Auditor has made and mentioned the following observation in its report:
As per the list of disqualified Directors u/s 164(2) of the Companies Act 2013 issuedby Ministry of Corporate Affairs name of Mr. Tilokchand Kothari Managing Director of theCompany was mentioned. His name was appearing in the above mentioned list due tonon-filing of necessary Annual Returns with the office of Registrar of Companies by thedefaulting Companies.
With respect to the above observation made by the Secretarial Auditor your Directorswould like to clarify that pursuant to the disqualification of Mr. Tilokchand KothariManaging Director of the Company as per list issued by Ministry of Corporate Affairs inthe month of September 2017. Mr. Kothari has filed petition in Delhi High Court withrespect to removal of Disqualification. The order of high court was in favour of Mr.Kothari and the same has been accepted by Registrar
of Companies Mumbai. Accordingly his disqualification has been removed and he can actas director of the Company.
c) 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 2017-2018 and theInternal Audit Report prepared by them was placed before the Audit Committee.
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 are presented to the Audit Committee of the Board. Tomaintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit Committee.
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 2018 there were no material changes and commitmentsaffecting the financial position of the Company have occurred between the period endedMarch 31 2018 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.
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 Auditors confirmingcompliance forms an integral part of this Report.
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 2018 is 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 2017-18.
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 safeguardsagainst victimization of employees and Directors who use such mechanism and makesprovision for direct access to the chairman of the Audit Committee in exceptional cases.None of the personnel of the Company has been denied access to the Audit Committee.
The Policy is also available on the web-site at the web- linkhttp:/ /vpl.visagar.com/attachments/WhistleblowerVigilPolicy.pdf.The Audit Committee of Directorsare entrusted with the responsibility to oversee the Vigil mechanism. During the year201718 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 2017 - 18.
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[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.
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 Limited |
| ||Sd/- |
|Place: Mumbai ||Tilokchand Kothari |
|Date: May 30 2018 ||Chairman & Managing Director |
| ||DIN: 00413627 |