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 COMMITMENTS AFFECTING 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 Investor 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. |
| 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:
| Sl. No. Auditors Comment |
Management Reply |
| 1. Company has made delay of 6 days in submission of Un-audited Financial Re- sults
for the Quarter ended 30.06.2022 and delay of 53 days in submission of Audited Financial
Results for the Quarter and Year ended 31.03.2023 under Regulation 33 and subsequently the
Exchange has imposed penalty. |
Management ensures that corrective action has been initiated to avoid
such in- stances in future and penal- ties imposed by exchange were duly paid. |
| 2. Company has made delay in payment of Annual Listing Fees for the financial year
2022-23. |
|
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) |
|