BOARD'S REPORT
To the Members,
The Directors have pleasure in presenting before you the 33rd Boards' Report of the Company together with the Audited
Statements of Accounts for the Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance during the period ended 31st March, 2023 has been as under:
|
Particular
|
Amount (Rs. In Lakhs)
|
| |
2022-23
|
2021-22
|
|
Revenue from operations
|
2573.02
|
2592.81
|
|
Other income
|
53.51
|
715.01
|
|
Profit/loss before Depreciation, Finance Costs,
|
370.60
|
423.27
|
|
Exceptional items and Tax Expense
|
-
|
-
|
|
Less: Depreciation/ Amortization/ Impairment
|
502.54
|
600.35
|
|
Less: Finance Costs
|
774.05
|
1465.23
|
|
Profit /loss before Exceptional items and Tax Expense
|
(905.99)
|
(1642.31)
|
|
Add/(less): Exceptional items
|
--
|
--
|
|
Profit /loss before Tax Expense
|
(905.99)
|
(1642.31)
|
|
Less: Tax Expense (Current & Deferred)
|
253.47
|
490.91
|
|
Profit /loss for the year (1)
|
(652.52)
|
(1151.40)
|
|
Other Comprehensive Income(2)
|
10.17
|
13.90
|
|
Total Comprehensive Income (1 2)
|
(642.35)
|
(1137.50)
|
|
Balance of profit /loss for earlier years
|
-
|
-
|
|
Less: Transfer to Reserves
|
-
|
-
|
|
Less: Dividend paid on Equity Shares
|
-
|
-
|
2. REVIEW OF OPERATIONS:
During the Financial Year under review, revenue from operations and other income was reported at Rs. 2626.53 Lakhs
and incurred net loss of Rs. 652.52 Lakhs as compared to revenue from operations and other income of Rs. 3307.82
Lakhs and net loss of Rs. 1151.40 Lakhs in the previous Financial Year.
3. DIVIDEND
Keeping the Company's expansion and growth plans in mind, your Director's have decided not to recommend dividend
for the Financial Year.
4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management Discussion and Analysis
report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.
5. PERFORMANCE AND FUTURE OUTLOOK
Your Company has reported loss during the year under review. As has been the case during the last two financial years,
your Company has continued its reliance on job works for sustenance post COVID 19 Pandemic. Embroidery unit has
continued its activities unabated though during the year under review. Retail segment has shown significant recovery
post pandemic and its performance has gradually improved to near pre-covid levels. Your company will continue to
lay more emphasis on growth of its retail segment which looks quite promising given the current market scenario and
expects to boost its revenue from this segment significantly during the current financial year.
6. RESERVES:
The Closing balance of reserves, including retained earnings/loss (other equity) of the Company as at March 31st 2023
is Rs. 5014.77 Lakhs.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was no change in the nature of Business.
8. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There were no material changes and commitments affecting financial position of the Company between 31st March,
2023 and the date of Board's Report.
9. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
10. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:
The Authorised Share Capital of the Company is Rs. 73,30,00,000/- bifurcated as mentioned below:
a) Equity Shares Capital stands at Rs. 20,30,00,000/- divided into 2,03,00,000 Equity Shares of Rs.10/- each.
b) Preference Share Capital stands at Rs. 53,00,00,000/- divided into 53,00,000 10% Non-Convertible Cumulative
Redeemable Preference Shares of Rs.100/- each.
The Paid-up Share Capital of the Company stands at Rs. 18,30,50,000/- divided into 1,83,05,000 Equity Shares ofRs.10/-
each.
11. UNPAID / UNCLAIMED DIVIDEND:
In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or
unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund
established by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount
is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of
the Act.
The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2023 are as given below:
|
Financial Year
|
Date of Declaration
of Dividend
|
Last Date of
Claiming Dividend
|
Unclaimed amount
as on 31.03.2022
|
Due date for
transfer to Inves¬
tor Education and
Protection Fund
(IEPF)
|
|
2017-2018
|
28.09.2018
|
28.10.2018
|
1,49,212
|
03.11.2025
|
DETAILS OF THE NODAL OFFICER
The Company has designated Smt. Neha Kankariya, Company Secretary and Compliance Officer of the Company's
Nodal Officer for the purpose of IEPF. However, she has resigned w.e.f. 12.04.2023 and Shri. Yogesh Dayama, Company
Secretary and Compliance Officer of the Company has designated as the Nodal Officer for this purpose.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on date of this report, the Company has Six Directors, out of which three are Independent Directors including one
women Director and three executive Directors.
a) APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS OF THE
COMPANY:
• Shri. Vijay Kumar Gupta (DIN: 01050958), retires by rotation and being eligible, offers himself for re¬
appointment.
• Smt. Neha Kankariya has resigned as Company Secretary and Compliance Officer of the Company w.e.f.
12.04.2023.
• Smt. Payal Bafna (DIN: 09075302) and Shri. Ravi Prasad Muthyam (DIN: 06603818) were appointed as
Additional Director (Independent) for a period of five (5) years w.e.f. 22.07.2023 subject to approval of the
shareholders in the ensuing General Meeting.
• Shri. Yogesgh Dayama was appointed as Company Secretary and Compliance Officer of the Company w.e.f.
22.07.2023.
• Re-appointment of Shri. Rakesh Malhotra (DIN: 05242639) as Whole-Time Director of the Company for a
period of three (3) years w.e.f. 27.10.2023 to 26.10.2026 subject to the approval of the shareholders in the
ensuing General Meeting.
b) KEY MANAGERIAL PERSONNEL OF THE COMPANY:
Key Managerial Personnel for the Financial Year 2022-2023:
• Shri. Vijay Kumar Gupta, Chairman and Managing Director of the Company.
• Shri. Susheel Kumar Gupta, Whole-Time Director of the Company.
• Shri. Rakesh Malhotra, Whole-Time Director & Chief Financial Officer of the Company.
• Ms. Neha Kankariya as Company Secretary and Compliance Officer of the Company.
13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Smt. C.A. Alka Zanwar, Shri C.A. Penmestsa Vikram and Shri CA. Pankaj
Kumar Trivedi, Independent Directors of the Company to the effect that they are meeting the criteria of independence
as provided in Sub-Section (6) of Section 149 of the Companies Act,2013 and under regulation 16(1) (b) read with
regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
The Independent Directors have also confirmed that they have complied Company's Code of Conduct. In terms of
Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).
14. BOARD MEETINGS:
The Board of Directors duly met Seven (7) times on 30.05.2022, 10.06.2022, 18.07.2022, 20.08.2022, 14.11.2022,
30.01.2023 and 14.02.2023 and in respect of which meetings, proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.
15. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual
Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of
criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.
In a separate meeting of Independent Directors was conducted on 14.02.2023 to evaluate the performance of Non¬
Independent Directors, the Board as a whole and the Chairman of the Company, taking into account the views of
executive Directors and Non-Executive Directors.
The Board reviewed the performance of individual Directors on the basis of criteria such as the contribution of the
individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc.
Performance evaluation of all the Directors was done by the entire Board excluding the Director being evaluated.
16. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure-1a to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every
employee is annexed to this Annual report as Annexure-1b.
During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
17. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under Section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Shri Rakesh
Malhotra, Whole Time Director & CFO to the median remuneration of the employees is 4.55:1.
Further Shri. Vijay Kumar Gupta, Chairman and Managing Director and Shri. Susheel Kumar Gupta, Whole-time Director
of the Company has drawn nil remuneration during the Financial Year 2022-23.
18. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit and loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets 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; and
(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its various locations, commensurate with its
size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing
and monitoring the internal control environment.
The internal audit function is adequately resourced commensurate with the operations of the Company and reports to
the Audit Committee of the Board.
20. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2022-2023, the Auditors have not reported any matter under Section 143(12) of the Companies
Act, 2013, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
21. CEO/ CFO CERTIFICATION:
The Managing Director and Chief Financial Officer Certificate on the Financial Statements under Regulation 17 (8) of
SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the Financial Year 2022-2023 is annexed in
this Annual Report.
22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
During the Financial Year under review, the Company does not have any subsidiaries, joint ventures or associate
Companies.
23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate
Company.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments during the year under review which attracts the
provisions of Section 186 of the Companies Act, 2013.
25. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis and were in
the ordinary course of business. During the financial year 2022-2023, there were no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. The transactions with the related parties
are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties are reviewed and approved by the Audit
Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent
audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 are enclosed as Annexure-3.
25. COMMITTEES:
AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation
18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.
NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the
Company is constituted in line with the provisions of Regulation 19(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company
is constituted in line with the provisions of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report,
which forms part of this report.
26. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:
Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more,
or a net profit of Rs. 5 Crore or more during the Financial Year, Section 135 of the Companies Act, 2013 relating
to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social
Responsibility Policy.
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section
177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal
or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their
genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company for Directors and employees to report genuine concerns
pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the
website of the Company www.viiavtextiles.in.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the regulators /courts that would impact the going concern status
of the Company and its future operations.
29. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:
At the 31stAnnual General Meeting held on 30.09.2021, the members of the Company approved the appointment of
M/s. S V D & Associates, Chartered Accountants Statutory Auditors of the Company for the term of five years from
the conclusion of 31st Annual General Meeting held for Financial Year 2020-2021 till the conclusion of the 36th Annual
General Meeting to be held in the Financial Year 2025-2026.
The Auditors' Report for Financial Year 2022-23 contains the following qualification, reservation or adverse remark:
|
Sl. No.
|
Auditors Comment
|
Management Reply
|
|
1.
|
The Company's trade receivables as at balance sheet date
amounts to Rs. 156.93 crores (as on March 31, 2022 -
Rs.152.81 crores) wherein the debtor's receivable overdue
for period exceeding three years amounts to Rs. 147.77
crores (as on March 31,2022 -Rs. 108.42 crores). We draw
attention to Note number 5A to the financial results providing
details with respect to actions implemented by management
with respect to overdue trade receivables. Consequently, we
were unable to determine whether any adjustments to these
amounts were necessary.
|
Management has performed a detailed review and
reached out to all its debtors with regards to the
long outstanding balances. Considering the long
association debtors have given their assurance
that the amount owed to the company will be
surely repaid. As a result, management is of the
opinion that there is no requirement of provision
for expected credit loss towards the recovery
from debtors. Further efforts are being made for
expediating recovery from long overdue debtors.
As a result, the management is of the opinion
there is no significant credit loss for the existing
debtors out-standing and accordingly provisions
are not made for the same.
|
|
2.
|
The company's loan accounts with State Bank of India
(“SBI ”) and Axis Bank Limited (“Axis”) have become non¬
Performing asset. Post which regular business transactions
were conducted through trust & retention account (“TRA”)
managed by SBI on behalf of company for both SBI & Axis.
Validity of such operation was permitted up to 31st July,
2022 after which all the banking transactions were freezed
by the banks. Subsequent to the above event company has
been issued demand notices by SBI and Axis under letter
dated August 17, 2022 and September 09, 2022 respectively
under Section 13 (2) of Securitisation and Reconstruction of
Financial Assets & Enforcement of Securities Interest Act,
2002 (“SARFAESI Act”) giving company a sixty days' time
period to deposit the amounts due to the banks amounting to
Rs. 72.84 Crores & Rs. 20.04 Crores (amounts specified are
per the notices issued by respective banks after application of
interest and penal charges up to the date of these notices).
|
Pursuant to the above, the company has submitted
a proposal for compromise on November 10,
2022 for one time settlement of dues by making
a payment of Rs.79.60 Crore (SBI: Rs.61.00
Crore & Axis: Rs.18.60 Crore) as stipulated in the
offer letter to be completed by March 15, 2023.
Wherein Company has received approval from
the consortium banks viz. State Bank of India and
Axis Bank Limited vide their letters dated January
25, 2023 and January 27, 2023 respectively to its
compromise proposal submitted on November
10, 2022 for one time settlement of bank dues
of Rs.79.60 Crore to be paid by March 31,2023,
However, Company was unsuccessful to honour
the compromise agreement as on March 31,
2023. Subsequently SBI & Axis has revoked the
compromise agreement as on April 29, 2023 and
May 03, 2023. Company has submitted request
for revival of the compromise agreement to banks
but same is yet to confirmed by the respective
banks. As the TRA Account is freezed the
Company is managing its daily operations with the
support of Promoter Directors.
|
|
3.
|
As the Company is in process of revival of compromise
agreement with State bank of India & Axis bank it has not
provided for the interest payable against the loans outstanding
from the respective banks, wherein interest is due to be
accounted for the period from December 01, 2022 up to
March 31,2023. Consequently, we were unable to determine
whether any adjustments to these amounts were necessary.
The same has resulted in the non-compliance of the Ind AS
and inconsistency in the application of the accounting policies
of the Company.
|
Proposal of the company was submitted on 13
July 2023 is receiving attention of the banks for
reinstatement of the OTS approval, which inter
alia includes waiver of interest from the cut-off
date of settlement i.e., 31 August 2022. As a
result, management is unable to ascertain the
impact of interest.
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Sl. No.
|
Auditors Comment
|
Management Reply
|
|
4.
|
Post cancellation of the compromise agreement the State
bank of India has filed petition against the company in National
Company Law Tribunal (“NCLT) on June 05, 2023 which got
registered on June 22, 2023. Proceedings for the same are in
progress at the appropriate authority. Further there has been
a submission to Corporate Insolvency Resolution Procedure
(“CIRP”) by its operational creditor. Company has not
determined the impact of a pending dispute before the NCLT
& CIRP, thereby, in absence of sufficient and appropriate
evidence, we are unable to comment on the impact thereof
on the amounts reported in the Financial Statements.
|
The company is hopeful of settling the dues with
the banks as per its commitment letter to pay
the dues by 31 August 2023. Post settlement the
company would request the banks to withdraw
the said petition filed before NCLT. The company
is in discussion with operational creditors with
respect to resolution and subsequently for
withdrawal of CIRP.
|
|
5.
|
As on March 31,2023 the company had outstanding statutory
dues related to TDS amounting to Rs. 61.67 Lakhs and PF
& ESI dues amounting to Rs. 28.50 Lakhs & Rs 6.29 Lakhs
respectively. However, subsequently the company has
cleared the dues related to TDS amounting to Rs 37.52 Lakhs
and has cleared all the dues pertaining to PF & ESI.
|
The company shall be making payment of the
pending TDS amount on immediate basis.
|
|
6.
|
We draw attention to the accompanying financial results,
which indicates that the company has incurred a net loss
for the Financial Year ended March 31, 2023 Rs.6.52 crores
(for the year ended March 31, 2022 Rs. 11.51 crores). The
company has outstanding amount due to vendors
for more than three years as on March 31, 2023 amounting
to Rs.6.09 crores (as on March 3 1, 2022- Rs. 0.26 crore)
and repayment of loans due to banks amounts to Rs.72.5
crores, further the withdrawal of support from Banks and
other indicators as listed above in the qualifications, indicate
existence of material uncertainty on the company's ability to
continue as a going concern.
|
The management is fully committed to pay off the
dues to the vendors & banks and also restore its
operations to normal.
|
30. SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors
has appointed M/s. Nishant Darak & Associates, Practicing Company Secretaries (CP No. 2246) as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for Financial Year ended March 31,2023.
The Report given by the Secretarial Auditor is annexed herewith as Annexure- 4 and forms integral part of this report
and contains the following qualification, reservation or adverse remark:
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Sl.
No.
|
Auditors Comment
|
Management Reply
|
|
1.
|
Company has made delay of 6 days in submission of Un-audited Financial Re-
|
Management ensures that
|
| |
sults for the Quarter ended 30.06.2022 and delay of 53 days in submission of
|
corrective action has been
|
| |
Audited Financial Results for the Quarter and Year ended 31.03.2023 under
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initiated to avoid such in-
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| |
Regulation 33 and subsequently the Exchange has imposed penalty.
|
stances in future and penal-
|
|
2.
|
Company has made delay in payment of Annual Listing Fees for the financial
year 2022-23.
|
ties imposed by exchange
were duly paid.
|
31. ANNUAL SECRETARIAL COMPLIANCE REPORT:
SEBI vide its Circular No. CIR/CFD/CMDI/27/2019 dated February 08, 2019 read with Regulation 24(A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 directed listed entities to conduct Annual Secretarial
Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued
thereunder. In this regard, Secretarial Compliance Report for the Financial Year 2022-23 was submitted to BSE Limited
within 60 days of the end of the financial year.
32. INTERNAL AUDITORS:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read
with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014, during the year under review the
Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M/s Sankaran & Krishnan, Chartered Accountants., the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with
recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to
Board.
The Board has appointed M/s. RKR & Associates, Chartered Accountants, Hyderabad as Internal Auditors of the
Company for the Financial Year 2023-2024.
33. DETAILS RELATING TO DEPOSITS:
The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as such, no
amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.
34. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial Year ended March 31,2023, there has been no
non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies
(Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite
returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. The
Company complied with this requirement within the prescribed timelines.
35. SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable
provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry
of Corporate Affairs.
36. ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an annual return is uploaded on website of the Company www.viiavtextiles.in.
37. DISCLOSURE ABOUT COST AUDIT:
As per Section 148 of the Companies Act, 2013 read with Rules framed there under M/s Nageswara Rao & Co
(Registration No. 000332) Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year
2022-2023.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with
schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with BSE Limited in India
is annexed herewith as Annexure- 5 to this report.
39. FAMILIARISATION PROGRAMME:
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through
familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as
well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent
Directors is disclosed on the Company's website www.viiavtextiles.in.
40. INSURANCE:
The properties and assets of your Company are adequately insured.
41. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation
34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended
as Annexure -6 for information of the Members. A requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.
The Certificate(s) issued by M/s Nishant Darak & Associates, Practising Company Secretaries, pertaining to compliance
of ‘Corporate Governance' conditions as applicable to the Company and no Disqualification/ Debarment of its Directors
from holding Directorship in the Company is annexed to Corporate Governance Report.
42. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:
None of the Independent/Non-Executive Directors has any pecuniary relationship or transactions with the Company
which in the Judgment of the Board may affect the independence of the Directors.
43. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk
management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process,
the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of
current detection. Such risks are reviewed by the senior management on a quarterly basis. Risk Management Committee
of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Company's enterprise
wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic,
financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified
and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The
development and implementation of risk management policy has been covered in the Management Discussion and
Analysis, which forms part of this Report.
44. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain
policies for all listed companies. All the policies are available on our website www.viiavtextiles.in.
45. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of
the Company in all respects.
46. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR
AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics,
personal and professional stature, domain expertise, gender diversity and specific qualification required for the position.
The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior
Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to
the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of
the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished
price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.
viiavtextiles.in).
48. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (‘POSH Act') and the Rules made thereunder. With the objective of providing a safe working environment, all
employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the
website at www.viiavtextiles.in.
As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal
Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and
redress complaints received regarding sexual harassment.
All employees are covered under this policy. During the year 2022-2023, there were no complaints received by the
Committee.
49. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities
a. Issue of sweat equity share: NA
b. Issue of shares with differential rights: NA
c. Issue of shares under employee's stock option scheme: NA
d. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
e. Buy back shares: NA
f. Disclosure about revision: NA
g. Preferential Allotment of Shares: NA
50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or proceedings pending in the name of the Company
under Insolvency and Bankruptcy Code, 2016.
However, State Bank of India (Financial Creditor) has filed petition Under Section 7 of Insolvency and Bankruptcy
Code, 2016 against the Company at Hon'ble National Company Law Tribunal, Hyderabad Bench on June 05, 2023
which got registered on June 22, 2023 and one of the Operational Creditor of the Company has filed petition against
the company under Section 9 of Insolvency & Bankruptcy Code, 2016 with Hon'ble National Company Law Tribunal
(NCLT), Hyderabad Bench and proceedings are under process.
51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
Nil
52. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company.
53. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the
investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your
Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work
have enabled the Company to achieve a moderate growth and is determined to poise a rapid and remarkable growth
in the year to come.
Your Directors also wish to place on record their appreciation of business constituents, banks and other financial
institutions and shareholders of the Company, SEBI, BSE, NSDL and CDSL, etc. for their continued support for the
growth of the Company.
For and behalf of the Board
Vijay Textiles Limited
Sd/-
Vijay Kumar Gupta
Date: 26.09.2023 Chairman & Managing Director
Place: Secunderabad (DIN: 01050958)
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