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Vishal Fabrics Ltd.

BSE: 538598 Sector: Industrials
NSE: N.A. ISIN Code: INE755Q01025
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VOLUME 30049
52-Week high 720.00
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P/E 145.48
Mkt Cap.(Rs cr) 2,262
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Sell Price 0.00
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OPEN 514.00
CLOSE 515.00
VOLUME 30049
52-Week high 720.00
52-Week low 222.50
P/E 145.48
Mkt Cap.(Rs cr) 2,262
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vishal Fabrics Ltd. (VISHALFABRICS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 32nd Annual Report along withAudited Financial Statements for the financial year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS (Rs. in Lacs)

PARTICULARS 2016-17 2015-16
Net revenue from operations 37363.63 27357.80
Profit Before Depreciation & Tax 2477.70 2123.60
Less : Depreciation 626.39 343.94
Profit Before Tax 1852.62 1780.97
Less : Provision for Taxation (Including Deferred Tax) 798.82 354.78
Profit After Tax 1053.80 1426.19
Earnings per share (in Rs.) 8.00 10.83

2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

During the year under review your Company has achieved a turnover of Rs. 37363.63/-lacs as compared to a turnover of Rs. 27357.80/- lacs over the previous financial yearwhich shows increase of 36.57%. The profit before depreciation and tax increased by 16.67%to Rs. 2477.70/- lacs as compared to Rs. 2123.60/- lacs in the financial year 2015-16.The profit after tax stood at Rs. 1053.80/- lacs against Rs. 1426.19/-lacs in theprevious year which represents decline of 26% which is due to increase in depreciationfrom Rs. 343.94/- lacs in the financial year 2015-16 to Rs. 626.39/- lacs in the financialyear 2016-17.

3. DIVIDEND

The Board of Directors has not recommended any dividend during the year under reviewand accordingly the Company was not required to transfer any amount to the InvestorEducation and Protection Fund.

4. TRANSFERS TO RESERVES

During the financial year under review the Company was not required to transfer anyamount to any reserves.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review the authorized share capital of the Company was increasedfrom Rs. 200000000/- (Rupees Twenty Crore Only) divided into 20000000 (Two Crore)equity shares of Rs. 10/- (Rupees Ten) each to 250000000/- (Rupees Twenty Five CroreOnly) by addition of 5000000 (Fifty Lac) equity shares of Rs. 10/- (Rupees Ten) each tomeet the eventualities such as augmenting resources issue of shares etc.

The paid-up equity share capital of the Company as on 31st March 2017 wasRs. 1317.40/- lacs.

During the year under review the Company came up with a Rights Issue of Rs. 8782.67/-lakhs consisting of 8782667 equity shares at a price Rs. 100/- (including premium of Rs.90/- per equity share). The basis of the issue was in the ratio of 2 rights shares forevery 3 fully paid up equity shares held by the equity shareholders as on the Record Datewhich was 03rd March 2017.The issue opening date was 16th March 2017 andclosed on 30th March 2017. The issue was subscribed fully. The allotment of shares tookplace on 07th April 2017 and the shares got listed on BSE Ltd. on 11thApril 2017 & trading approval from BSE Ltd. was received on 12th Ap pril2017.

6. SUBSIDIARY COMPANY

The Company has no subsidiaries.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the financial statements.

8. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT - 9 is annexed herewith as Annexure-I tothis Report.

9. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the act and the regulations. There are no material significantrelated party transactions entered into by the Company with Promoters Directors KeyManagerial Personnel or other designated persons and their relatives which may have apotential conflict with the interest of the Company at large. Particulars of contracts orarrangements with related parties referred to Section 188(1) of the Act in the form AOC-2is annexed herewith as Annexure-II to this report.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which areof repetitive nature.

10. CREDIT RATING

The Credit Rating of your Company is strengthened. It is BWR BBB (pronounced Trible B)for long term facilities and BWR A3+ (pronounced A Three Plus) for short term bank loanfacilities respectively. The said ratings are being provided by Brickwork Ratings IndiaPvt. Ltd.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS COMPOSITION & CATEGORY

The Board of Directors of the Company has an optimum combination of ExecutiveNon-Executive and Independent Directors. The Board comprises of 5 (five) Directors out ofwhich 2 (two) are Executive Non Independent Directors and 3 (three) are Non-ExecutiveIndependent Directors. The Composition of the Board is in accordance with SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Following is thecomposition of the Board of Directors as on 31st March 2017:

Attendance
Sr. No. Name Category Board Last AGM Directorship in other Public Companies*
1. Mr. Jyotiprasad Chiripal DIN: 00155695 Managing Director (Executive) 5 Yes 5
2. Mr. Amit Kadmawala DIN: 07016454 Whole Time Director (Executive) 5 Yes NIL
3. Mr. Arakhita Khandual** DIN: 00055601 Independent Director (Non-Executive) 5 Yes NIL
4. Mrs. Dhara Shah DIN: 06983857 Independent Director (Non-Executive) 5 Yes NIL
5. Mr. Shubhankar Jha DIN:07208823 Independent Director (Non-Executive) 5 Yes NIL

*The Directorship(s) held by Directors as mentioned above does not include AlternateDirectorships

Companies registered under Section 25 of the Companies Act 1659 /Section 8 of theCompanies Act 2013 and Private Limited Companies.

* *expired on 22nd March 2017

• During the year under review the following changes occurred in the Board ofDirectors:

Mr. Arakhita Khandual (DIN: 00055601) Independent Director of theCompany expired on 22nd March 2017.

Mr. Chitranjan Ajaib Singh (DIN: 07300731) was appointed as AdditionalDirector of the Company in the category of Non - Executive Independent w.e.f. 30thMay 2017 and it is proposed to appoint him as Independent Director at the ensuing AGM fora period of five years w.e.f. 30th May 2017.

Mr. Brijmohan D. Chiripal (DIN: 00290426) was appointed as ManagingDirector w.e.f. 01st June 2017 subject to the approval of shareholders at theensuing AGM.

Mr. Jyotiprasad D. Chiripal (DIN: 00155695) Managing Director of theCompany resigned from the directorship w.e.f. 31st May 2017.

RETIRE BY ROTATION

Mr. Amit Kadmawala (DIN: 07016454) was appointed as Additional Directorw.e.f 13th November 2014. Further he was appointed as Whole-time Director fora period of 5 years w.e.f. 13th November 2014 in the Annual General Meeting held on 28thSeptember 2015. In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Amit Kadmawala Executive Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment. The Board recommends his re-appointment.

KEY MANAGERIAL PERSONNEL (KMP)

• Ms. Poonam Pabla Company Secretary & Compliance Officer resigned w.e.f.23rd July 2016.

• Ms. Tanushree Dave was appointed as Company Secretary and Compliance Officer ofthe Company w.e.f. 23rd August 2016.

12. NUMBER OF BOARD MEETINGS

The Board meets once in every quarter to review the quarterly financial results andother items of the agenda and if necessary additional meetings are held as and w enrequired. The intervening gap between the meetings was within the period prescribed underSEBI (LODR) Regulations 2015 & Companies Act 2013. The agenda is circulated well inadvance to the Board members. The items in the agenda are backed by comprehensivebackground information to enable the Board to take appropriate decisions. During the yearunder review 5 (five) Board Meetings were held on 23rd May 2016 23rdAugust 2016 29th September 2016 10th November 2016 and 07thMarch 2017 respectively.

13. BOARD COMMITTEES

The Board has following four Committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders' Relationship Committee; &

• Corporate Social Responsibility (CSR) Committee

A. AUDIT COMMITTEE

Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance withSection 177 of the Companies Act 2013 and with Regulation 18 of the Listing Regulations2015. The Audit Committee of the Company comprises of 4 members out of which 3 members areNon-Executive-Independent Directors. Mr. Arakhita Khandual an Independent Director wasthe Chairman of the Committee. The Committee members have requisite knowledge in thefields of Finance Accounts and Company Law. The Audit Committee met 4 times during theyear. The representatives of Internal and Statutory Auditors are invitees to AuditCommittee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

Constitution of the Audit Committee is as under:

Sr. No. Name of the Member Designation
1. Mr. Arakhita Khandual* Chairman/Independent Non -Executive
2. Mr. Shubhankar Jha Member/Independent Non-Executive
3. Mr. Jyotiprasad Chiripal Member/Managing Director Executive
4. Mrs. Dhara Shah Member/Independent Non-Executive

nd

*Expired on 22 March 2017

• The scope of activities of Audit Committee broadly include to review reports ofthe Internal Auditors and to discuss the same with them periodically to meet StatutoryAuditors to discuss their findings / suggestions to review weaknesses in internalcontrols reported by Internal and Statutory Auditors to review financial reportingsystems and internal control systems to review quarterly / half yearly / annual financialresults and other matters.

Terms of Reference of the Audit Committee inter alia include the following:

The recommendation for appointment remuneration and terms of appointment of auditorsof the company; I. Review and monitor the auditor's independence and performance andeffectiveness of audit process; II. Examination of the financial statement and theauditor's report thereon; III. Approval or any subsequent modification of transactions ofthe company with related parties; IV. Scrutiny of inter-corporate loans and investments;V. Valuation of undertakings or assets of the company wherever it is necessary; VI.Evaluation of internal financial controls and risk management systems; VII. Monitoring theend use of funds raised through public offers and related matters; VIII. The role of AuditCommittee shall inter alia include the roles as prescribed in Regulation 18 of the ListingRegulations.

B. NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee Composition:

The composition and terms of reference of the Committee is in compliance with theSection 178 of the Companies Act 2013 and with Regulation 19 of the Listing Regulations2015. The Committee consists of 3 Directors all of whom are Non-Executive IndependentDirectors. The Chairman of the Committee is an Independent Director. During the year underreview the Committee met 1 (One) time only.

Constitution of the Nomination and Remuneration Committee is as under:

Sr. No. Name of the Member Designation
1. Mrs. Dhara Shah Chairman/ Independent Non-Executive
2. Mr. Arakhita Khandual* Member/Independent Non-Executive
3. Mr. Shubhankar Jha Member/Independent Non-Executive

*Expired on 22nd March 2017

Terms of Reference:

Terms of reference of the Committee includes considering the matters relating to theCompany's policies on remuneration payable and determining the package to the ManagingDirector and Executive Director commission to be paid to the Directors and other mattersspecified in Section 178 of the Companies Act 2013 and Regulation 19 of the ListingRegulations 2015.

NOMINATION & REMUNERATION POLICY

The Company has adopted this policy on appointment and remuneration of directors KeyManagerial personnel and senior management as required by the Section 178 of theCompanies Act 2013. The purpose of this policy is to establish the process for: a. To fixqualification terms and conditions of the person who are qualified to become a Director(Executive and Non-Executi e) and persons who may be appointed in Senior Management andKey Managerial positions. b. To determine remuneration based on designation experienceand financial position of the Company industry trends and practices on remunerationprevailing in peer companies. c. To carry out evaluation of the performance of Directorsas well as Key Managerial personnel and Senior Management Personnel. d. To provide rewardlinked directly to their effort performance dedication and achievement relating to theCompany's operations. e. The remuneration to Directors Key Managerial Personnel andSenior Management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals.f. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

Remuneration Policy for Executive and Non-Executive and Independent Directorsare as follows:

a. Executive Directors: The remuneration payable to executive directors shall be paidin consultation with the Nomination & Remuneration Committee who decides theremuneration structure for Executive Directors by considering the financial position ofthe Company qualification experience of the directors trend in the industrypast performance past remuneration and limits prescribed for remuneration of ExecutiveDirectors i.e 10 % of net profit of the Company calculated in the manner prescribed underthe Companies Act and subject to necessary approvals thereunder. Nomination &Remuneration Committee ensures that remuneration if any payable to executive directorsdoes not exceeds the prescribed limits.

b. Non-Executive and Independent Directors:

The Non-Executive and Independent Directors of the Company may be paid remunerationperiodically or may be paid commission within the overall limit of 1% of the NetProfit of the Company calculated in the manner prescribed under the Companies Actand subject to necessary approvals thereunder. In addition to commission if anyNon-Executive Directors are paid sitting fees and actual reimbursement of expensesincurred for attending each meeting of the Board and Committees. The Nomination &Remuneration Committee ensures that if any such commission payable should notexceed the prescribed limits under the Companies Act.

c. Remuneration to Directors

The remuneration paid to the Managing Director is as approved by the shareholders inthe Extra – Ordinary General Meeting held on 08th April 2014 for a periodof 5 (Five) years from 4th April 2014 to 3rd April 2019. Further theremuneration was fixed to Rs. 36.00 lacs per annum as approved by the shareholders in theAnnual General Meeting held on 28th September 2015 for the remainder ofduration of his appointment as Managing Director up to April 03 2019.

Details of Remuneration paid to the Directors during the Financial Year2016-17 is as follows: (Rs in lacs)

Sr. No. Name of Directors Salaries and Perquisites Sitting Fees Commission No. of Shares held
(Rs.) (Rs.) (Rs.)
1. Mr. Jyotiprasad Chiripal* 36.00 - - -
2. Mr. Amit Kadmawala 5.58 - - -
3. Mr. Arakhita Khandual - 0.60 - -
4. Mr. Shubhankar Jha 0.80 - -
5. Mrs. Dhara Shah - 0.40 - -

*Mr. Jyotiprasad Chiripal Managing Director (up to 31st May 2017) did notheld any shares of the Company as on 31st March 2017.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with theSection 178 of the Companies Act 2013 and with Regulation 20 of the ListingRegulations 2015. The Committee consists of 3 Directors all of whom areNon-Executive Independent Directors. The Chairman of the Committee is an IndependentDirector. During the year under review the Committee met 4 (Four) times. The StakeholdersRelationship Committee inter-alia deals with all matters relating toStakeholders/Investors Grievance and its redressal and others as specifiedin the Listing Regulations 2015. During the year ended 31st March 2017 noShareholders' Complaints were received by the Company. For effective and efficientgrievance management the Company has dedicated email id: tanushree.dave@chiripalgroup.comto resolve the grievances of the investors.

Constitution of the Stakeholders' Relationship Committee is as under:

Sr. No. Name of the Member Designation
1. Mr. Arakhita Khandual* Chairman/ Independent Non-Executive
2. Mrs. Dhara Shah Member/Independent Non-Executive
3. Mr. Shubhankar Jha Member/Independent Non-Executive

*Expired on 22nd March 2017

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company believes in the well-being of the society at large. As a social corporatecitizen it has always believed in the philosophy of "Think of others alsowhen you think about yourself". Over past many years the Companyhas contributed to the society in the field of education & knowledge enhancementand social care & concern. In line with the provisions of the CompaniesAct 2013 and Rules made thereunder a Corporate Social Responsibility Committeehas been formed on 28th May 2015 by he Board of Directors. During F.Y. 2016-17an amount of Rs. 112.5 lacs was spent towards the CSR activities.

14. RECONSTITUTION OF THE COMMITTEES

The committees of the Board were re-constituted on 30th May 2017 in thefollowing manner:

AUDIT COMMITTEE

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman/ Independent Non-Executive
2. Mr. Brijmohan D. Chiripal Member/ Non -Independent Executive
3. Mr. Shubhankar Jha Member/ Independent Non-Executive
4. Mrs. Dhara Shah Member/ Independent Non-Executive

NOMINATION AND REMUNERATION COMMITTEE

Sr. No. Name of the Member Designation
1. Mrs. Dhara Shah Chairman/ Independent Non-Executive
2. Mr. Shubhankar Jha Member/ Independent Non-Executive
3. Mr. Chitranjan Singh Member/ Independent Non-Executive

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman/ Independent Non-Executive
2. Mr. Shubhankar Jha Member/ Independent Non-Executive
3. Mrs. Dhara Shah Member/ Independent Non-Executive

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

S. No. Name of Director Designation
1. Mr. Brijmohan D. Chiripal Chairman/ Independent Non-Executive
2. Mr. Chitranjan Singh Member/ Independent Non-Executive
3. Mr. Amit Kadmawala Member/ Non -Independent Executive
4. Mrs. Dhara Shah Member/ Independent Non-Executive

15. MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met on 07thMarch 2017 inter alia to discuss:

• Review of the performance of Non-independent Directors and the Board of Directorsas a whole.

• Review of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-executive directors.

• Assess the quality content and timeliness of flow of information betweenthe management and the Board that is necessary for the Board to effectivelyand reasonably perform its duties.

All Independent Directors were present at the meeting.

16. DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declaration from the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Section149(6) of Companies Act 2013 read with Rules made thereunder and as per theListing Regulations 2015.

17. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance lawmanagement sales marketing and technical operations or any otherdiscipline related to the Company's business. The Company did not have any pecuniaryrelationship or transactions with Non-Executive Directors during the year ended 31stMarch 2017 except for payment of sitting fees.

18. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS

The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance ofindividual directors and the Board as a whole. Based on the criteria the exercise ofevaluation was carried out through a structured process covering various aspects of theBoard functioning such as composition of the Board and committees experience &expertise performance of specific duties & obligations attendance contribution atmeetings etc. The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Director. The performance of the IndependentDirectors was carried out by the entire Board (excluding the Director being evaluated).The Directors expressed their satisfaction with the evaluation process.

20. AUDITORS AND AUDITORS' REPORT A. STATUTORY AUDITORS

M/s. Anil S. Shah & Co. Chartered Accountants (FRN: 100474W) Statutory Auditorsof the Company retire at the ensuing Annual General Meeting.

The Statutory Auditors have completed the maximum tenure to serve as theStatutory Auditors according to provisions of the Companies Act 2013. Hence theStatutory Auditors need to be rotated at the 32nd Annual General Meeting of the Company.Accordingly the Board hereby recommends the appointment of M/s. Nahta Jain andAssociates Chartered Accountants (FRN: 106801W) as Statutory Auditors of the Company tohold the office from the close of the 32nd Annual General Meeting till theconclusion of the 37th Annual General Meeting subject to their appointmentbeing ratified by the shareholders in every Annual General Meeting. The appointment ifmade would be within the prescribed limits under the Act and they are not disqualifiedfor appointment.

The Auditors' Report for F.Y. 2016-17 forms part of this Annual Report and does notcontain any qualification reservation or adverse remark.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Jatin Kapadia Practicing Company Secretary (M.No.: 26725) to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report is annexedherewith as Annex re-III. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

C. COST AUDITORS

In accordance with the provisions of Section 148 of the Act and rules made thereunderthe Board of Directors of the Company have appointed M/s. A.G. Tulsian and Co. CostAccountants (FRN: 100629) as the Cost Auditor of the Company for the financial year2016-17.

The Company has received Cost Audit Report on the cost accounts of the Company for thefinancial year ended 31st March 2017 and the same will be submitted to theCentral Government in due course.

The Board has re-appointed M/s. A.G. Tulsian and Co. Cost Accountants (FRN: 100629) asCost Auditor to conduct the audit of cost records of your Company for the financial year2017-18. The payment of remuneration to Cost Auditor requires the approval/ratification ofthe members of the Company and necessary resolution in this regard has been included inthe notice convening 32nd AGM of the Company.

D. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the act and rules made thereunderthe Board of Directors of the Company have appointed M/s. Jhaveri Shah & Co.Chartered Accountants (FRN: 127390W) as Internal Auditor to conduct the Internal Audit ofthe Company for the F.Y. 2016-17.

21. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the BoardMembers and Senior Management Personnel of the Company. The Board Members and the SeniorManagement personnel have affirmed compliance with the code for the year 2016 - 17. Thesaid Code of Conduct has been posted on the website of the Company. A declaration to thiseffect is annexed and forms part of this report.

22. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies: a.Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worthnot exceeding Rs.25 crore as on the last day of the previous financial year; b. ListedEntity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report for the Financial Year 2016-17.

23. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the regulations the Board has formulated and implementeda Code of Conduct to regulate monitor and report trading by its employees and otherconnected persons and Code of Practices and Procedures for fair disclosure of UnpublishedPrice Sensitive Information. The same is avail ble on the Company's websitehttp://vishalfabricsltd.com.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the Policy is posted on the Company's website http://vishalfabricsltd.com.

25. RISK MANAGEMENT POLICY

In line with the regulatory requirements the Company has framed a Risk ManagementPolicy to identify and access the key business risk areas and a risk mitigation process. Adetailed exercise is being carried out at regular intervals to identify evaluate manageand monitor all business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

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 andRedressal) ACT 2013. 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 following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17:

• No. of Complaints received: NIL

• No. of Complaints disposed off: NIL

27. PUBLIC DEPOSITS

Your company has not accepted any Deposits from the public during the year underreview.

28. INTERNAL CONTROL SYSTEM

The details in respect of the internal financial control and their adequacy areincluded in Management Discussion and Analysis Report which forms part of the report.

29. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:

(i) that in the preparation of the accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2016 and of the profit of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors have prepared the accounts for the financial year on goingconcern basis;

(v) the Directors have laid down internal financial controls which are adequate andwere operating effectively.

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

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are providedin the Annexure-IV to this report.

31. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure-Vto this Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Annual Report.

33. INSURANCE

All assets of the company including inventories building plant and machineries areadequately insured.

34. LISTING OF SHARES

Your Company's shares are listed at BSE Limited and the listing fee for the year2017-18 has been duly paid.

35. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks customers business associates and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the executives employees staff and workers ofthe Company.

For and on behalf of the Board
Brijmohan D. Chiripal Amit Kadmawala
Date: August 24 2017 Managing Director Whole-time Director
Place: Ahmedabad DIN: 00290426 DIN: 07016454