Directors Report of VIP Industries Ltd.
Mar 31, 2023
Your Directors are pleased to present the 56th Annual Report together with Audited Financial Statements and Auditor''s Report for the financial year ended March 31, 2023.
|
FINANCIAL RESULTS Particulars |
Standalone Year Ended Year Ended 31.03.2023 31.03.2022 |
('' in Crores) Consolidated Year Ended Year Ended 31.03.2023 31.03.2022 |
||
|
Revenue from Operations |
2,019.53 |
1,257.19 |
2082.32 |
1,289.51 |
|
Earning before depreciation,Interest and Tax |
259.97 |
164.45 |
330.88 |
180.76 |
|
Finance cost |
23.54 |
22.48 |
28.48 |
24.64 |
|
Depreciation and Amortisation expenses |
58.05 |
58.12 |
73.66 |
69.96 |
|
Profit before tax and Exceptional/Extraordinary Items |
178.38 |
83.85 |
228.74 |
86.16 |
|
Exceptional Item - Income/ (Expense) |
15 |
- |
(32.21) |
- |
|
Profit Before Tax / Loss |
193.38 |
83.85 |
196.53 |
86.16 |
|
Tax expenses |
32.45 |
20.12 |
44.19 |
19.23 |
|
Profit / Loss for the year |
160.93 |
63.73 |
152.34 |
66.93 |
OVERALL PERFORMANCE AND OUTLOOK Standalone
During the financial year ended March 31, 2023, revenue from Operations was '' 2,019.53 crores as against '' 1,289.51 crores during previous year, registering a growth of 60.64%. Profit before exceptional items and tax was at '' 178.38 crores as against '' 83.85 crores in the previous year. Profit after Tax for the year under review was at '' 160.93 crores as against '' 63.73 crores in the previous year.
Consolidated
During the financial year ended March 31, 2023, revenue from Operations was '' 2,082.32 crores as against '' 1289.51 crores during previous year, registering a growth of 61.48%. Profit before exceptional items and tax was at '' 228.74 crores as against '' 86.16 crores in the previous year. Profit after Tax for the year under review was at '' 152.34 crores against profit of '' 66.93 crores in the previous year.
A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.
EXPORTS AND INTERNATIONAL OPERATIONS
During the year, International business has increased considerably as compared to the previous financial year. The Company has further strengthen relationship with various customers in Middle East, Asia and Europe.
In terms of Section 134(3)(a), and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at http://www.vipindustries.co.in/financial-information.php.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively have been duly followed by the Company.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended March 31, 2023, 5 (Five) Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) such accounting policies selected and applied 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 for the financial year ended March 31, 2023 and of the profit and loss of your Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) annual accounts for the financial year ended March 31, 2023, have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company''s website at the link - http:// www.vipindustries.co.in/policies.php
AUDITORS Statutory Auditors
The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.)
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2022-23 forms part of this Annual Report and is annexed as Annexure âAâ to the Board''s report. The observation of Secretarial Auditor or are self-explanatory and do not call for any further comments, reservations or adverse remarks.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of guarantees given by the Company under Section 186 of the Companies Act, 2013 are set out in Note 50 to the Standalone Financial Statement of the Company. Details of investments made under Section 186 of the Act as on March 31, 2023 are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company''s website at the link - http://www.vipindustries.co.in/policies. php.
All contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure âBâ to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.
Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.
During the year under review, the Company has not transferred any amount to the General Reserves. As on March 31, 2023, Reserves and Surplus (other equity) of the Company were at '' 578.73 crores including retained earnings of '' 315.13 crores.
Your Company had paid two interim dividends during the financial year 2022-23 as per details given hereunder:
|
Particulars |
Date of Payment |
Dividend '' Per share |
Dividend (%) |
|
1st Interim Dividend |
November 17, 2022 |
2.50 |
125% |
|
2nd Interim Dividend |
February 14, 2023 |
2.00 |
100% |
|
Total |
4.50 |
225 % |
Your Directors do not recommend any final dividend for the year 2022-23.
The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company''s website at the link - http://www.vipindustries. co.in/policies.php
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no adverse material changes or commitments occurred after March 31, 2023 which may affect the financial position of the Company or may require disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure âCâ as attached to this report.
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and
evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.
As a part of the Company''s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans have been deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management & Business Responsibility and Sustainability Committee overseas the risk management process.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year 2022-23, your Company incurred Corporate Social Responsibility (CSR) expenditure of '' 2.01 Crores which was more than Statutory limits required to be spent by the Company.
CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.
The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2022-23 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure âDâ to this Report. The CSR policy is placed on the Company''s website at http://www.vipindustries.co.in/policies.php.
Pursuant to provisions of Section 178 the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.
The Company has devised a Policy for performance evaluation of the Independent Directors, Non-executive Directors, Executive Directors, the Board of Directors and respective Committees entirely. The said policy is put upon the website of the Company at the http://www.vipindustries. co.in/policies.php.
The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
Retiring by rotation
Mr. Anindya Dutta (DIN: 08256456), Managing Director of your Company retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Mr. Anindya Dutta pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.
Appointment
Ms. Neetu Kashiramka, (DIN: 01741624) Chief Financial Officer of the Company was appointed as Executive Director & Chief Financial Officer of the Company for a period of five years, w.e.f May 8, 2023, liable to retire by rotation, subject to approval of members at ensuing Annual General Meeting.
The Board recommends her appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding appointment of Ms. Neetu Kashiramka pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.
NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As on March 31, 2023, VIP Industries BD Manufacturing Private Limited and VIP Luggage BD Private Limited are classified material subsidiaries pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.
Accordingly, as on March 31, 2023, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.
During the year under review, no companies have become/ ceased to be joint venture or associate companies of the Company.
A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are
available for inspection on the Company''s website - https:// vipindustries.co.in/ financial-information.php.
The Policy for determining âMaterialâ subsidiaries has been displayed on the Company''s website - http://www. vipindustries.co.in/ policies.php
DEBENTURES
In the FY 2022-23, the Company had redeemed 500 Rated, Listed, Secured, Redeemable Non-Convertible Debentures (NCD''s) having face value of '' 10,00,000 (Rupees Ten lakhs only) each, of the aggregate nominal value of '' 50,00,00,000 (Rupees Fifty Crores only) and made the entire principal repayment of '' 50 crore during the financial year under review.
The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed NCDs.
During the year under review, CRISIL Ratings has reaffirmed its âCRISIL AA/Stable/CRISIL A1 '' ratings to the NonConvertible Debentures (NCD) programme and bank facilities of the Company.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2023.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.
REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
SEBI, vide Notification No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, replaced âBusiness Responsibility Report'' with âBusiness Responsibility and Sustainability Report'' (BRSR) and has mandated companies to submit the BRSR for FY 2023 onwards. BRSR as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at http://www.vipindustries.co.in/corporate-governance.php.
Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.
Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company''s website at the link - http://www.vipindustries.co.in/policies. php.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âthe Act'') and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Act. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no sexual harassment complaint was received by the Company. In order to build awareness in this area, the Company has been conducting programmes on a continuous basis.
EMPLOYEE STOCK APPRECIATION RIGHT (ESAR)
Pursuant to the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted VIP Employee Stock Appreciation Rights Plan 2018 (âESARP 2018â/ âPlanâ). In accordance with ESARP 2018, the employee of the Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right (ESAR), which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a pre-determined manner, where such appreciation is settled by way of allotment of shares of the Company. The Company confirms that the ESARP 2018 complies with the provisions of SEBI (Shares Based Employee Benefits and Sweat Equity), 2021.
Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Shares Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at http://www. vipindustries.co.in/corporate- governance.php.
The Company has awarded 13,05,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.
The Company has further proposed to grant ESARs to the employees of the Company with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth. Considering the increase in the share price of the Company, the said limit of 7,06,587 equity shares shall be inadequate upon exercising of ESAR by all the grantees.
Accordingly, the Company has at its Board Meeting held on May 8, 2023, subject to approval of shareholders, approved the increase in number of equity shares to be granted on exercise of ESARs from 7,06,587 (Seven Lakhs Six Thousand Five Hundred Eighty Seven) equity shares to 17,06,587 (Seventeen Lakhs Six Thousand Five Hundred Eighty Seven) equity shares of face value of '' 2/ each fully paid up.
The paid-up Equity Share Capital of the Company as on March 31, 2023 stood at '' 28.33 crores.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity other than shares issued under VIP Employee Stock Appreciation RIghts Plan, 2018. As on March 31, 2023, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
As on March 31, 2023, the Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Amit Jatia and Ms. Radhika Piramal. All the recommendations made by the Audit Committee were deliberated and
accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.
Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection on the Company''s website - http://www. vipindustries.co.in and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year, there was no case and/ or application and/ or proceedings filed by and/ or against the Company under the Insolvency and Bankruptcy Code, 2016.
REPORTING OF FRAUDS BY AUDITORS:
During the Financial Year under review, neither the statutory auditors nor the secretarial auditors have reported any instances of fraud committed against the Company by its officers or Employees, to the Audit Committee or the Board under section 143(12) of the Act.
DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:
There was no instance of onetime settlement with any Bank or Financial Institution during the period under the review.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:
1. Your Directors'' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2022-23 was as under:
|
Director''s Name |
Ratio of remuneration of each Director to the median employees'' remuneration |
|
Ms. Radhika Piramal |
41X |
|
Mr. Anindya Dutta |
125X |
2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial Officer and Company Secretary were as under:
|
Name |
Designation |
Increase / Decrease (%) |
|
Ms. Radhika Piramal |
Executive Vice Chairperson |
-47.07% |
|
Mr. Anindya Dutta |
Managing Director |
17.97% |
|
Ms. Neetu Kashiramka # |
Chief Financial Officer |
31.73% |
|
Mr. Anand Daga |
Company Secretary & Head - Legal |
1.07% |
# Ms. Neetu Kashiramka was appointed as the Additional Director (Executive) of the Company w.e.f. May 8, 2023, subject to approval of shareholders at ensuing Annual General Meeting . Since her appointment is made as Executive Director in financial year 2023-24, the remuneration for financial year 2022-23 consist of remuneration paid to her as Chief Financial Officer. Increase in remuneration also includes perquisite value on exercise of 50,000 EASRs during the year.
The percentage increase in the median remuneration of employees for the financial year 2022-23 is around 18.53%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.
3. The number of permanent employees on the rolls of the Company is 1,304 (excluding the employees of the Subsidiary companies).
4. The Percentage increase in salaries of the managerial personnel at 50th percentile is 16.02%.
The Percentage increase in salaries of the nonmanagerial personnel at 50th percentile is 16.98%.
5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.
During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors Dilip G. Piramal
Place: Mumbai Chairman
Dated: May 8, 2023 (DIN No. 00032012)
60
Mar 31, 2022
Your Directors are pleased to present the 55th Annual Report together with Audited Financial Statements and Auditor''s Report for the financial year ended March 31, 2022.
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year Ended 31.03.2022 |
Year Ended 31.03.2021 |
Year Ended 31.03.2022 |
Year Ended 31.03.2021 |
|
|
Revenue from Operations |
1,257.19 |
613.22 |
1,289.51 |
618.56 |
|
Profit before depreciation, Interest and Tax |
164.45 |
(17.52) |
180.76 |
(16.92) |
|
Finance cost |
22.48 |
28.34 |
24.64 |
29.75 |
|
Depreciation and Amortisation expenses |
58.12 |
67.03 |
69.96 |
77.94 |
|
Profit before tax and Exceptional/ Extraordinary Items |
83.85 |
(112.89) |
86.16 |
(124.61) |
|
Profit Before Tax / Loss |
83.85 |
(112.89) |
86.16 |
(124.61) |
|
Tax expenses |
20.12 |
(28.36) |
19.23 |
(27.12) |
|
Profit / Loss for the year |
63.73 |
(84.53) |
66.93 |
(97.49) |
OVERALL PERFORMANCE AND OUTLOOK
Standalone
During the financial year ended March 31, 2022, revenue from Operations was '' 1,257.19 crores as against '' 613.22 crores during previous year, registering a growth of 105.01%. Profit before exceptional items and tax was at '' 83.85 crores as against loss of '' 112.89 crores in the previous year. Profit after Tax for the year under review was at '' 63.73 crores against loss of '' 84.53 crores in the previous year.
Consolidated
During the financial year ended March 31, 2022, revenue from Operations was '' 1,289.51 crores as against '' 618.56 crores during previous year, registering a growth of 108.47%. Profit before exceptional items and tax was at '' 86.16 crores as against loss of '' 124.61 crores in the previous year. Profit after Tax for the year under review was at '' 66.93 crores against loss '' 97.49 crores in the previous year.
A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.
EXPORTS AND INTERNATIONAL OPERATIONS
During the year, International business grown substantially as compared to the previous financial year. The Company has started focusing on international business and is
expecting to show results in international business in next few years and the Company has developed good business relationship with various customers in gulf and other countries.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.vipindustries.co.in/financial-information.php
COMPLiANCE WiTH SECRETARiAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively have been duly followed by the Company.
NUMBER OF MEETiNGS OF THE BOARD
During the financial year ended March 31, 2022, 6 (six) Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.
DiRECTORS'' RESpONSiBiLiTY Statement
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, based on their knowledge and
belief and the information and explanations obtained, your Directors confirm that:
(a) i n the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) such accounting policies selected and applied 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 for the financial year ended March 31, 2022 and of the profit and loss of your Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) annual accounts for the financial year ended March 31, 2022, have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATiON OF iNDEPENDENT DIRECTORS
Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company''s website at the link - https://www.vipindustries. co.in/policies.php
Statutory Auditors
In the Annual General Meeting (AGM) held on August 13, 2021, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N/ N500016) have been re-appointed for second term as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 54th AGM till the conclusion of 59th AGM of the Company to be held in the financial year 2025-26.
The Notes on financial statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2021-22 forms part of this Annual Report and is annexed as Annexure âAâ to the Board''s report. The observation of Secretarial Audit or are self explanatory and do not call for any further comments, reservations or adverse remarks.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans or guarantees made by the Company under Section 186 of the Companies Act, 2013 (the Act) during the year under review. Details of investments made under the provisions of Section 186 of the Act as on March 31, 2022 are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.
particulars of contracts or arrangements
Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company''s website at the link - https://www.vipindustries. co.in/policies.php.
All contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure âBâ to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.
Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.
During the year under review, the Company has not transferred any amount to the General Reserves. As on March 31, 2022, Reserves and Surplus (other equity) of the Company were at '' 476.96 crores including retained earnings of '' 219.86 crores. Your Company had paid in March, 2022, an interim dividend of '' 2.50 per equity share of '' 2/- each (125%) for the financial year 2021-22. Your Directors do not recommended any final dividend for the year 2021-22.
The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company''s website at the link - https://www.vipindustries. co.in/policies.php
MATERiAL CHANGES AND COMMiTMENTS, iF ANY, AFFECTiNG THE FiNANciAL poSiTioN oF THE COMpANY
There are no adverse material changes or commitments occurred after March 31, 2022 which may affect the financial position of the Company or may require disclosure.
coNSERVATioN oF Energy, Technology ABSoRpTioN AND FoREiGN EXcHANGE EARNiNGS AND oUTGo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure âCâ as attached to this report.
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure
of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.
As a part of the Company''s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management Committee overseas the risk management process.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2021-22 was '' 1.57 Crores which was of the average profit for the last three financial years.
CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.
The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2021-22 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure âDâ to this Report. The CSR policy is placed on the Company''s website at https://www.vipindustries. co.in/policies.php.
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.
DiREcToRS AND KEY MANAGERiAL pERSoNNEL
Retiring by rotation
Mr. Dilip G. Piramal (DIN-00032012), Chairman of your Company retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding appointment / re-appointment Mr. Dilip G. Piramal pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General
Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.
During the year under review, Mr. D. K. Poddar ceased to be Independent Director of the Company with effect from close of business hours of July 9, 2021 due to completion of tenure of appointment. The Board places on record its appreciation for the great contribution made by Mr. D. K. Poddar in the progress of the Company.
NAME OF THE COMPANiES WHiCH HAVE BECOME/ CEASED TO BE SUBSiDiARiES, JOiNT VENTURE OR ASSOCiATE cOMpANIES DURiNG The YEAR
Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. All the subsidiaries companies of the Company are not material and unlisted, pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Accordingly, as on March 31, 2022, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.
During the year under review, no companies have become/ ceased to be joint venture or associate companies of the Company.
A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Company''s website -https://www.vipindustries.co.in/financial-information.php.
The Policy for determining âMaterialâ subsidiaries has been displayed on the Company''s website - https:// www.vipindustries.co.in/policies.php
In the FY 2020-21, the Company has raised funds through issue of 1000 and 500 Fully Paid, Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCD''s) having face value of '' 10,00,000 each, of the aggregate Nominal Value of '' 100 crore and '' 50 crore respectively on a Private Placement basis. The Company has redeemed secured NCDs amounting to '' 100 crore before their maturity and made the entire principle repayment of '' 100 crore during the financial year under review. The outstanding NCDs of '' 50 crore is listed on the Wholesale Debt Market segment of the BSE Limited. Interest on the said NCD''s is paid on time as per the relevant provisions of the Companies Act, 2013 and the Listing Regulations.
The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed debentures.
During the year under review, CRISIL Ratings has reaffirmed its âCRISIL AA/Stable'' ratings to the Non-Convertible Debentures (NCD) programme and bank facilities of the Company.
During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2022.
significant and material orders
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.
Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.
REpORT ON CORpORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at https:// www.vipindustries.co.in/corporate-governance.php.
Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.
Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company''s website at the link - https:// www.vipindustries.co.in/policies.php.
PREVENTiON OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âthe Act'') and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Act. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no sexual harassment complaint was received by the Company. In order to build awareness in this area, the Company has been conducting programmes on a continuous basis.
EMPLOYEE STOCK APPRECiATiON RiGHT (ESAR)
Pursuant to the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted VIP Employee Stock Appreciation Rights Plan, 2018 (âESARP 2018â/ âPlanâ). In accordance with ESARP 2018, the employee of the Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right (ESAR), which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a pre-determined manner, where such appreciation is settled by way of allotment of shares of the Company. The Company confirms that the ESARP 2018 complies with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at https://www.vipindustries.co.in/investor-information.php.
The Company has awarded 2,85,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under
the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.
The paid-up Equity Share Capital of the Company as on March 31, 2022 stood at '' 28.29 crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2022, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
AUDiT cOMMITTEE
The Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Dilip G. Piramal and Mr. Amit Jatia. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.
Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of the Company and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.
REMUNERATION RATIO OF THE DIRECTORS / Key Managerial PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:
1. Your Directors'' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2021-22 was as under:
|
Director''s Name |
Ratio of remuneration of each Director to the median |
|
employees'' remuneration |
|
|
Ms. Radhika Piramal |
93X |
|
Mr. Anindya Dutta |
122X |
|
2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial Officer and Company Secretary were as under: |
||
|
Name |
Designation |
Increase / Decrease (%) |
|
Ms. Radhika Piramal |
Executive Vice Chairperson |
76 |
|
Mr. Anindya Dutta |
Managing Director |
943 # |
|
Ms. Neetu Kashiramka |
Chief Financial Officer |
127 |
|
Mr. Anand Daga |
Company Secretary & Head - Legal |
118 |
# Mr. Anindya Dutta was appointed as the Managing Director of the Company w.e.f. February 1,2021. Hence, his remuneration for the financial year 2020-21 is for a period of 2 months only vis-a-vis remuneration of 12 months for the financial year 2021-22. Further, in the financial year 2021-22 remuneration of Mr. Anindya Dutta also includes the perquisite value of stock options excercised by him, hence the % increase in the remuneration is substantially higher.
3. The percentage decrease in the median remuneration of employees for the financial year 2021-22 is around 37%. The percentage decrease in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.
4. The number of permanent employees on the rolls of the Company is 3754 (excluding the employees of the Subsidiary companies).
5. The Percentage decrease in salaries of the managerial personnel at 50th percentile is 34%. The Percentage decrease in salaries of the non-managerial personnel at 50th percentile is 36%.
6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.
During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.
Industrial relations remained cordial throughout the year under review.
Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors Dilip G. Piramal
Place: Mumbai Chairman
Dated: 16th May, 2022 (DIN No. 00032012)
Mar 31, 2018
The Directors are pleased to present the 51st Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2018.
FINANCIAL RESULTS (Consolidated) (Rs, in Crores)
|
Particulars |
Year Ended 31.03.2018 |
Year Ended 31.03.2017 |
|
Revenue from Operations |
1416.34 |
1282.57 |
|
Profit before depreciation, Interest and Tax |
202.68 |
139.89 |
|
Finance cost |
0.30 |
0.68 |
|
Depreciation and Amortisation expenses |
12.85 |
13.61 |
|
Profit before tax |
189.53 |
125.60 |
|
Tax expenses |
62.78 |
40.39 |
|
Profit for the year |
126.75 |
85.21 |
OVERALL PERFORMANCE AND OUTLOOK
During the financial year ended 31st March, 2018, revenue from Operations was Rs, 1416.34 crores as against Rs, 1282.57 crores during previous year, registering a growth of 10.43%. Profit before exceptional items and tax was at Rs, 189.53 crores as against Rs, 125.60 crores in the previous year. Profit after Tax for the year under review was at Rs, 126.75 crores against Rs, 85.21 crores in the previous year.
A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.
EXPORTS AND INTERNATIONAL OPERATIONS
Due to subdued market conditions in UK, Europe and Asia Pacific, the International Business of the Company declined during the year.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure âAâ. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
NUMBER OF MEETINGS OF THE BOARD
Your Companyâs Board of Directors met five times during the financial year under review. The details of which are given in the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) such accounting policies selected and applied 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 for the financial year ended 31 st March, 2018 and of the profit and loss of your Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) annual accounts for the financial year ended 31st March, 2018, have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Companyâs website at the link -http://www.vipindustries.co.in/policies.php AUDITORS Statutory Auditors
At the 49th Annual General Meeting held on 28th July, 2016, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No.012754N/N500016) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years commencing from the conclusion of 49th Annual General Meeting till the conclusion of 54th Annual General Meeting, subject to ratification of appointment by the Members of the Company in each Annual General Meeting.
The Companies (Amendment) Act, 2017 published in the Gazette of India on January 3, 2018, amended few sections of Companies Act, 2013 including omission of first proviso to Section 139(1) of Companies Act 2013 which provided for ratification of appointment of Statutory Auditors by members at every AGM. The amendment to said section is already effective from May 7, 2018.
In view of the above, the Board of Directors of Company have proposed partial modification of previous resolution of the members passed at the 49th AGM of the Company on appointment of Statutory Auditors and recommended to continue appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N/N500016), as Statutory Auditors of the Company for the period of five years commencing from the conclusion of 49th AGM till the conclusion of 54th AGM of the Company, without seeking any further ratification of their appointment from members at this AGM and ensuing AGMs till the tenure of the Statutory Auditors.
The Notes on financial statements referred to in the Auditorsâ Report are self explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have re-appointed M/s. Ragini Chokshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2017-18 forms part of this Annual Report and is appended as Annexure âBâ to the Boardâs report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Companyâs website at the link - www.vipindustries.co.in
All contracts or arrangements entered into by the Company with Related Parties have been done at armâs length and are in the ordinary course of business.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure âCâ to this report. Related Party disclosures as per IndAS have been provided in Note No. 46 of Standalone Financial Statements.
STATE OF COMPANYâS AFFAIRS
Discussion on state of Companyâs affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
RESERVES & DIVIDEND
During the year under review, as well as during the previous year, the Company has not transferred any amount to the General Reserves. As on 31st March, 2018, Reserves and Surplus of the Company were at Rs, 443.68 crores. An amount of 200.71 crores is proposed to be retained as surplus in the statement of Profit & Loss.
Your Directors are pleased to recommend for your consideration, a final dividend of Rs, 2/- (Rupee T wo only) per equity share of Rs, 2 each (previous year Rs, 1.60 per equity share of Rs, 2 each) for the financial year 2017-18. Your Company had paid in February, 2018, an interim dividend of Rs, 1.00 (Rupee One only) per equity share of Rs, 2 each for the financial year 2017-18. Accordingly, the total dividend declared/recommended by your Company for the financial year 2017-18 is Rs, 3/- (Rupees Three only) per equity share of Rs, 2 each (previous year Rs, 2.40 per equity share of Rs, 2 each). Your Company proposes a higher dividend compared to previous year as your Company has earned good profit during the financial year 2017-18.
The Board has approved and adopted the Dividend Distribution Policy and the same is annexed herewith as Annexure âDâ to this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no adverse material changes or commitments occurred after 31st March, 2018 which may affect the financial position of the Company or may require disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure âEâ as attached to this report.
RISK MANAGEMENT POLICY
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities. As a part of the Companyâs strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2017-18 was Rs, 1.82 crores which was equal to the statutory requirement of 2% of the average profit for the last three financial years.
CSR Committee of the Company comprises of Mr. D. K. Poddar (Chairman of CSR Committee), Mr. Dilip G. Piramal, and Ms. Radhika Piramal.
The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2017-18 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure âFâ to this Report. BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS
Mr. Vijay Kalantri has resigned from the Directorship of the Company vide resignation letter dated 10th April, 2018, which was received by the Company on 13th April, 2018.
Mr. Dilip G. Piramal, Chairman and Managing Director of your Company retires by rotation and being eligible offers himself for re-appointment.
DETAILS OF APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
Mr. Sudip Ghose was appointed as Chief Executive Officer of the Company with effect from 1st April, 2018.
NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited continued to be the wholly owned subsidiary companies of the Company.
During the year under review, VIP Industries BD Manufacturing Private Limited and VIP Luggage BD Private Limited have been incorporated as wholly owned subsidiaries of the Company.
During the year under review, no companies have become/ceased to be joint venture or associate companies of the Company. A statement containing the salient features of the financial of the financial statement of our subsidiaries in the prescribed format AOC-1 is presented in separate section forming part of the financial statement.
The Policy for determining âMaterialâ subsidiaries has been displayed on the Companyâs website at the link - www.vipindustries.co.in PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at 31st March, 2018.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Companyâs operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.
REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.
FAMILIARISATION PROGRAMME
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Companyâs procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarization for Independent Directors are posted on the website of the Company and can be accessed at www.vipindustries.co.in.
Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Companyâs strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.
VIGIL MECHANISM
Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Companyâs website at the link - http://www.vipindustries.co.in/policies.php PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at workplace and constituted Internal Complaints Committees (ICC). During the year, no cases alleging sexual harassment of Women at workplace has been received by ICC. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March, 2018 stood at Rs, 28.26 crores. During the year under review, the Company has not issued shares with differential voting rights not has granted any stock options or sweat equity. As on 31st March, 2018, none of the Directors of the Company holds instruments convertible into equity shares of the Company. AUDIT COMMITTEE
The Audit Committee comprises of Mr. D. K. Poddar (Chairman of Audit Committee), Mr. Dilip G. Piramal, Mr. G. L. Mirchandani and Mr. Rajeev Gupta. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report. Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:
|
Sr. No. |
Name |
Designation |
Remuneration paid for the Financial Year 2017-18 (? in Crores) |
|
1 |
Mr. Dilip G. Piramal |
Chairman and Managing Director |
3.70 |
|
2 |
Ms. Radhika Piramal |
Vice Chairperson and Executive Director |
3.80 |
|
3 |
Mr. Ashish K. Saha |
Director - Works |
0.88 |
|
4. |
Mr. Jogendra Sethi |
Chief Financial Officer |
1.50 |
|
5. |
Mr. Anand Daga |
Company Secretary & Head - Legal |
0.45 |
1. Your Directorsâ Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2017-18 was as under:
|
Director''s Name |
Ratio of remuneration of each Director to the median employeesâ remuneration |
|
Mr. Dilip G. Piramal |
114X |
|
Ms. Radhika Piramal |
119X |
|
Mr. Ashish K. Saha |
27X |
2. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:
|
Name |
Designation |
Increase |
|
Mr. Dilip G. Piramal |
Chairman and Managing Director |
67% |
|
Ms. Radhika Piramal |
Vice Chairperson and Executive Director |
7% |
|
Mr. Ashish K. Saha |
Director - Works |
15.95% |
|
Mr. Jogendra Sethi |
Chief Financial Officer |
15.00% |
|
Mr. Anand Daga |
Company Secretary & Head - Legal |
12.00% |
3. The percentage increase in the median remuneration of employees for the financial year 2017-18 is around 14.07%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.
4. The number of permanent employees on the rolls of the Company - 2099
5. The Percentage increase in salaries of the managerial personnel at 50th percentile is 6.81 %. The Percentage increase in salaries of the non-managerial personnel at 50th percentile is 13.61%. The increase/decrease in remuneration is not solely based on the Companyâs performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides the Company performance. There are no exceptional circumstances for increase in the managerial remuneration.
6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors
DILIP G. PIRAMAL
Place: Mumbai Chairman & Managing Director
Dated: May 22, 2018 (DIN No. 00032012)
Mar 31, 2017
The Directors are pleased to present the 50th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2017.
FINANCIAL RESULTS (Standalone) (Rs. in Crores)
|
Particulars |
Year Ended 31.03.2017 |
Year Ended 31.03.2016 |
|
Total Turnover |
1305.85 |
1234.25 |
|
Profit before depreciation, Interest and Tax |
127.34 |
105.33 |
|
Finance cost |
0.57 |
1.18 |
|
Depreciation and Amortization expenses |
11.45 |
12.09 |
|
Profit before tax |
115.32 |
92.06 |
|
Tax expenses |
39.34 |
28.65 |
|
Profit for the year |
75.98 |
63.41 |
OVERALL PERFORMANCE AND OUTLOOK
During the financial year ended 31st March, 2017, total sales was Rs. 1,305.85 crores as against Rs. 1,234.25 crores during previous year, registering a growth of 5.80%. Profit before tax was at Rs. 115.32 crores as against Rs. 92.06 crores in the previous year. Profit after Tax for the year under review was at Rs. 75.98 crores against Rs. 63.41 crores in the previous year.
A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.
EXPORTS AND INTERNATIONAL OPERATIONS
Due to subdued market conditions in Middle East, UK, Europe and Asia Pacific, the International Business of the Company declined during the year. While sale of private label business has grown, branded goods sales declined in select geographies in Europe.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure âAâ.
NUMBER OF MEETINGS OF THE BOARD
Your Companyâs Board of Directors met seven times during the financial year under review. The details of which are given in the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) such accounting policies selected and applied 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 for the financial year ended 31st March, 2017 and of the profit and loss of your Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) annual accounts for the financial year ended 31st March, 2017, have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to Section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration policy is annexed herewith as Annexure âBâ to this report.
AUDITORS
Statutory Auditors
At the 49th Annual General Meeting held on 28th July, 2016, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years commencing from the conclusion of 49th Annual General Meeting till the conclusion of 54th Annual General Meeting subject to ratification by Members in each Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) as Statutory Auditors of the Company, will be placed for ratification by the Shareholders in the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have re-appointed M/s. Ragini Chokshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 forms part of this Annual Report and is appended as Annexure âCâ to the Boardâs report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Companyâs website at the link - www.vipindustries.co.in
All contracts or arrangements entered into by the Company with Related Parties have been done at armâs length and are in the ordinary course of business.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure âDâ to this report. Related Party disclosures as per AS-18 have been provided in Note No. 43 of Standalone Financial Statements.
STATE OF COMPANYâS AFFAIRS
Discussion on state of Companyâs affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
RESERVES & DIVIDEND
During the year under review, as well as during the previous year, the Company has not transferred any amount to the General Reserves. As on 31st March, 2017, Reserves and Surplus of the Company were at Rs. 370.84 crores. An amount of Rs. 128.25 crores is proposed to be retained as surplus in the statement of Profit & Loss.
Your Directors are pleased to recommend for your consideration, a final dividend of Rs. 1.60 (Rupee One and Paise Sixty only) per equity share of Rs. 2 each (previous year Rs. 1.40 per equity share of Rs. 2 each) for the financial year 2016-17. Your Company had paid in February, 2017, an interim dividend of Rs. 0.80 (Eighty paise only) per equity share of Rs. 2 each for the financial year 2016-17. Accordingly, the total dividend declared/recommended by your Company for the financial year 2016-17 is Rs. 2.40 (Rupees Two and Paise Forty only) per equity share of Rs. 2 each (previous year Rs. 2 per equity share of '' 2 each). Your Company proposes a higher dividend compared to previous year as your Company has earned good profit during the financial year 2016-17.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,top five hundred listed entities based on market capitalization are required to formulate Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is annexed herewith as Annexure âEâ to this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no adverse material changes or commitments occurred after 31st March, 2017 which may affect the financial position of the Company or may require disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure âFâ to this report.
RISK MANAGEMENT POLICY
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.
As a part of the Companyâs strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2016-17 was Rs. 1.50 crores which was higher than the statutory requirement of 2% of the average profit for the last three financial years.
CSR Committee of the Company comprises of Mr. Vijay Kalantari (Chairman of CSR Committee), Mr. Dilip G. Piramal, and Ms. Radhika Piramal.
The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2016-17 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure âGâ to this Report.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS
Mr. Dilip G. Piramal has been appointed as the Chairman & Managing Director and Ms. Radhika Piramal has been appointed as the Vice Chairperson & Executive Director. Mr. Ashish Saha, Director - Works of your Company retires by rotation and being eligible offers himself for re-appointment.
DETAILS OF APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
Mr. Anand Daga was appointed as Company Secretary & Head - Legal of the Company with effect from 18th July, 2016 due to resignation of Mr. Shreyas Trivedi effective from 29th April, 2016.
NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited continued to be the subsidiary companies of the Company.
During the year under review, no companies have become/ceased to be subsidiaries, joint venture or associate companies of the Company.
A statement containing the salient features of the financial of the financial statement of our subsidiaries in the prescribed format AOC-1 is presented in separate section forming part of the financial statement.
The Policy for determining âMaterialâ subsidiaries has been displayed on the Companyâs website at the link - www.vipindustries. co.in
PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits. There are no unclaimed deposit as at 31st March, 2017.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Companyâs operations in future.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.
REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of Business Responsibility Report as a part of Annual Report for Top 500 listed entities based on market capitalization of the Company. Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.
FAMILIARISATION PROGRAMME
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Companyâs procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarization for Independent Directors are posted on the website of the Company and can be accessed at www.vipindustries.co.in.
Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Companyâs strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.
VIGIL MECHANISM
Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Companyâs website at the link - www.vipindustries.co.in
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at workplace and constituted Internal Complaints Committees (ICC). During the year, no cases alleging sexual harassment of Women at workplace has been received by ICC.
SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on 31st March, 2017 stood at Rs. 28.26 crores. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2017, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. D. K. Poddar (Chairman of Audit Committee), Mr. Dilip G. Piramal, Mr. G. L. Mirchandani and Mr. Vijay Kalantri. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.
Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:
|
Sr. No |
Name |
Designation |
Remuneration paid for the Financial Year 2016-17 |
|
1 |
Mr. Dilip G. Piramal |
Chairman |
Rs. 2,22,01,800/- |
|
2 |
Ms. Radhika Piramal |
Managing Director |
Rs. 3,60,24,062/- |
|
3 |
Mr. Ashish K Saha |
Director - Works |
Rs. 74,00,136/- |
|
4. |
Mr. Jogendra Sethi |
Chief Financial Officer |
Rs. 1,35,16,397/- |
|
5. |
Mr. Anand Daga (w.e.f. 18th July, 2016) |
Company Secretary & Head - Legal |
Rs. 38,31,541/- |
|
6. |
Mr. Shreyas Trivedi (up to 29th April, 2016) |
General Manager - Legal & Company Secretary |
Rs. 18,13,058/- |
1. Your Directorsâ Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2016-17 was as under:
|
Director''s Name |
Ratio of remuneration of each Director to the median employeesâ remuneration |
|
Mr. Dilip G. Piramal |
76X |
|
Ms. Radhika Piramal |
123X |
|
Mr. Ashish K. Saha |
25X |
2. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:
|
Name |
Designation |
Increase |
|
Mr. Dilip G. Piramal |
Chairman |
Nil |
|
Ms. Radhika Piramal |
Managing Director |
20.00% |
|
Mr. Ashish K. Saha |
Director - Works |
10.00% |
|
Mr. Jogendra Sethi |
Chief Financial Officer |
12.00% |
|
Mr. Anand Daga |
Company Secretary & Head - Legal |
Not applicable* |
|
Mr. Shreyas Trivedi |
General Manager - Legal & Company Secretary |
Not applicable# |
* Since joined during the year.
# Since resigned during the year
3. The percentage increase in the median remuneration of employees for the financial year 2016-17 is around 15%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.
4. The number of permanent employees on the rolls of the Company - 2087
5. The Percentage increase in salaries of the managerial personnel at 50th percentile is 12.45%. The Percentage increase in salaries of the non-managerial personnel at 50th percentile is 17.79%. The increase/decrease in remuneration is not solely based on the Companyâs performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides the Company performance. There are no exceptional circumstances for increase in the managerial remuneration.
6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors
DILIP G. PIRAMAL
Chairman & Managing Director
(DIN No. 00032012)
Place: Mumbai
Dated: 18th May, 2017
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 48th Annual Report together
with the Audited Annual Accounts of your Company for the year ended
31st March 2015.
FINANCIAL RESULTS (Rs. in Crores)
Year ended Year ended
31.3.2015 31.3.2014
Revenue from Operations and 1050.29 975.56
Other Income
Profit Before Depreciation and
Amortisation Expenses, Finance 79.00 83.59
Cost,Exceptional Items and Tax
Expenses
Finance Cost 1.28 1.80
Depreciation and Amortisation 15.28 17.05
Expenses
Profit before Exceptional Items 62.44 64.74
and Tax
Exceptional Items - Income 4.32 15.76
Profit before Tax after 66.76 80.50
Exceptional items
Tax Expenses 18.90 22.11
Profit for the year 47.86 58.39
Profit brought forward from 36.11 36.11
previous year
Appropriations:
Transferred to General Reserve 22.37 30.28
Interim Dividend 7.07 7.07
Proposed Dividend 14.13 16.96
Tax on Dividend 4.29 4.08
Closing Balance 36.11 36.11
overall performance and outlook
During the financial year ended 31st March 2015, revenue from
Operations & Other Income was Rs. 1050.29 crores as against Rs.
975.56 crores last year, representing an increase of 7.66% over the
corresponding period of the previous year. Profit before exceptional
items and tax amounted to Rs. 62.44 crores as against Rs. 64.74
crores last year whereas Profit after Tax for the year under review
amounted to Rs. 47.86 crores.
During the year, your Company has earned an exceptional income of Rs.
4.32 crores as against Rs. 15.76 crores last year. The exceptional
income mainly comprises of profit form sale of Jalgaon Plant. As on
31st March 2015, the Reserves and Surplus of your Company were at Rs.
278.74 crores.
Your Directors confirm that there has been no material change and
commitments affecting the financial position of your Company occurred
between the end of the financial year to which the Financial Statements
relate and the date of this Annual Report.
A detailed analysis on the operations of your Company during the year
under report is included in the Management Discussion and Analysis
Report, forming part of this Annual Report.
dividend
Your Directors are pleased to recommend for your consideration, a final
dividend of Rs. 1 (Rupee One only) per equity share of Rs. 2 each
(previous year Rs. 1.20 per equity share of Rs. 2 each) for the
financial year 2014-15. Your Company had paid in February 2015, an
interim dividend of Rs. 0.50 (Fifty paise only) per equity share of
Rs. 2 each for the financial year 2014-15. Accordingly, the total
dividend declared/recommended by your Company for the financial year
2014-15 is Rs. 1.50 (Rupees One and Fifty Paise only) per equity share
of Rs. 2 each (previous year Rs. 1.70 per equity share of Rs. 2
each). Your Company had paid higher dividend last year as it had earned
healthy profit on sale of its old investment in securities and property
at Bhandup, Mumbai.
EXPORTS AND INTERNATIONAL OPERATIONS
Due to subdued market conditions in UK and Europe, the International
Business of your Company declined during the year. While branded goods
sales in Asia Pacific and Middle East remained strong, sales of branded
goods in UK and Europe along with private label business resulted in
de-growth in the overall international business sales performance.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies
Act, 2013 (the Act) with respect to the Directors'' Responsibility
Statement, your Directors, based on their knowledge and belief and the
information and explanations obtained, 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) accounting policies are selected and applied consistently and
judgments and estimates are made that are reasonable and prudent so as
to give a true and fair view of the state of affairs of your Company
for the financial year ended 31st March 2015 and of the profit and loss
of your Company for the financial year ended 31st March 2015;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
(d) annual accounts are prepared for the financial year ended 31st
March 2015 on a ''Going Concern'' basis;
(e) internal financial controls have been laid down and followed by
your company and that such internal financial controls are adequate and
were operating effectively;
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to section 134(3)(d) of the Act, your Company confirms having
received necessary declarations from all the Independent Directors
under section 149(7) of the Companies Act, 2013 declaring that they
meet the criteria of independence laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement with the
Stock Exchanges.
MANAGEMENT DISCUSSION & ANALYSIS REPORT, SECRETARIAL AUDIT REPORT AND
REPORT ON CORPORATE GOVERNANCE
As provided under section 134 of the Companies Act, 2013 and the Rules
framed thereunder and pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges, alongwith the Management Discussion and
Analysis Report, the Report on Corporate Governance and the Certificate
in respect of compliance of requirements of Corporate Governance,
Secretarial Audit Report and other reports and information are annexed
to this Report and forms part of this Annual Report.
SUBSIDIARIES
The Consolidated Financial Statements of your Company include the
financial results of VIP Industries Bangladesh Private Limited and of
Blow Plast Retail Limited for the financial year 2014-15. The annual
accounts of VIP Industries Bangladesh Private Limited and Blow Plast
Retail Limited are available for inspection by any Member at the
Registered Office of your Company, during normal business hours (9.00
a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date
of the Annual General Meeting of the Company, a copy of which can also
be sought by any Member on making a written request to the Secretarial
Department of your Company in this regard.
INSURANCE
All the assets of your Company, including Plant & Machinery, Buildings,
Equipment etc. have been adequately insured.
FIRE
During the year, there was fire at Haridwar Plant of your Company and
Properties & Inventories of your Company were damaged. In respect of
losses which are being identified and quantified, the management
expects that the losses are fully recoverable from the insurance
Company.
DEPOSITORY
Your Company''s shares are tradable compulsorily in electronic form and
your Company has established connectivity with both the depositories,
i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
ELECTRONIC VOTING
Your Company has entered into an agreement with NSDL and CDSL for
providing facility of e-voting to its shareholders. For the year
2014-15, your Company has availed services of CDSL for providing
facility of remote e-voting to its shareholders for casting their vote
electronically.
PUBLIC DEPOSITS
Your Company had not received instructions from 1 depositor for
repayment of deposits amounting to Rs. 10,000 (Rupees Ten Thousand
Only) as at 31st March 2015. Since then, no deposit has been repaid.
DIRECTORS
Pursuant to the provisions of the section 161 of the Companies Act,
2013 read with Article 159 of the Articles of Association of your
Company, Mr. Amit Jaita is appointed as an Additional Director and he
shall hold office only up to the date of this Annual General Meeting
and being eligible offer himself for appointment as Director. Mr. Amit
Jatia is proposed to be appointed as an Independent Director of your
Company for a period of 5 years with effect from 24th July 2015.
Mr. Dilip G. Piramal, Chairman of your Company retires by rotation and
being eligible offers himself for re-appointment.
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, information on the Directors seeking appointment/
re-appointment is provided as a part of the Notice convening the
ensuing Annual General Meeting.
BOARD EVALUATION
Pursuant to section 134(3) of the Act read with Schedule IV thereto and
in terms of clause 49 of the Listing Agreement with the Stock
Exchanges, your Company has set up a policy for the performance
evaluation of all Directors.
Performance of each of your Directors is evaluated basis several
factors by the entire Board excluding the Director being evaluated.
Your Company has also set up Performance Evaluation Policy for its
Independent Directors and Executive Directors interalia which include
independent view on Key appointments and strategy formulation,
safeguard of stakeholders interest, raising concerns, if any to the
Board, update of skills and knowledge, strategic planning for finance
and business related, operational performance level of the Company,
qualification and leadership skills etc. The Board of Directors of your
Company discusses and analyses its own performance on an annual basis,
together with suggestion for improvements thereon based on the
performance objectives set for the Board as a whole. The evaluation of
all the Directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the
evaluation results. Your Company has formulated a separate Evaluation
Policy for its Board members, which is available on the website of your
Company.
None of the independent directors are due for re-appointment.
TRAINING OF INDEPENDENT DIRECTORS
The Board members are provided with necessary documents/brochures,
reports and internal policies to enable them to familiarise with your
Company''s procedures and practices. Periodic presentations are made at
the Board Meetings and the Board Committee Meetings on business and
performance updates of your Company, global business environment,
business strategy and risks involved.
Quarterly updates on relevant statutory changes and landmark judicial
pronouncements encompassing important laws are regularly circulated to
your Directors.
Every new Independent Director of the Board attends an orientation
program to familiarize the new inductees with the strategy, operations
and functions of your Company. The Executive Directors / Senior
Management Personnel make presentations to the inductees about your
Company''s strategy, operations, products, markets, finance, human
resources, technology, quality, facilities and risk management.
Further at the time of appointment of an Independent Director, your
Company issues a formal letter of appointment outlining his/her role,
function, duties and responsibilities as a Director. The format of
letter of appointment is available on the website of your Company. Your
Company has set up a separate Familiarisation program for newly
appointed Independent Directors and the same is available on the
website of your Company.
CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS/ MANAGEMENT PERSONNEL
The Code of Business Conduct and Ethics for Directors/Management
Personnel (''the Code''), as adopted by the Board, is a comprehensive
Code applicable to Directors and Senior Management Personnel of your
Company. The Code, while laying down in detail, the standards of
business conduct and ethics also deals with governance aspects. A copy
of the Code has been uploaded on your Company''s website
www.vipindustries.co.in The Code has been circulated to Directors and
Management Personnel and its compliance is affirmed by them regularly
on an annual basis.
A declaration signed by your Company''s Managing Director is published
in this Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
Your Company''s Board of Directors met four times during the financial
year under review. A calendar of Meetings is prepared and circulated in
advance to your Directors. During the year under report, four Board
Meetings and four Audit Committee Meetings were convened and held, the
details of which are given in the Corporate Governance Report. The
intervening gap between the two Meetings was within the period
prescribed under the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of your Company are Ms. Radhika Piramal,
Managing Director, Mr. Jogendra Sethi, Chief Financial Officer and Mr.
Shreyas Trivedi, General Manager-Legal & Company Secretary. All the
three Key Managerial Personnel prescribed under the said Act were in
the employment of your Company even prior to the Companies Act, 2013
became applicable.
AUDITORS
Statutory Auditors
M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors
hold office till the ensuing Annual General Meeting and being eligible,
have expressed their willingness to continue, if so appointed. As
required under the provisions of Section 139 and Section 141 of the
Companies Act, 2013, your Company has received a written certificate
from the Statutory Auditors proposed to be re-appointed to the effect
that their re-appointment, if made, would be in conformity with the
limits specified in the said Section.
The Report does not contain any qualifications, reservations or adverse
remarks.
A proposal seeking their re-appointment is provided as a part of the
Notice convening the ensuing Annual General Meeting.
Internal Auditors
M/s. Suresh Surana & Associates LLP were the Internal Auditors of your
Company for the financial year 2014-15. Based on the recommendation of
the Audit Committee of your Company, the Board of Directors of your
Company has appointed M/s. Suresh Surana & Associates LLP as the
Internal Auditors of your Company for the financial year 2015-16.
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, your Company had appointed M/s. Ragini Chokshi
& Associates, a firm of Company Secretaries in Practice to undertake
the Secretarial Audit of your Company. The Secretarial Audit Report for
the financial year 2014-15 forms part of the Annual Report as Annexure
B to the Board''s report.
The Report does not contain any qualifications, reservations or adverse
remarks.
The Board has appointed M/s. Ragini Chokshi & Associates, a firm of
Company Secretaries in Practice, as the Secretarial Auditors of your
Company for the financial year 2015-16.
corporate social responsibility committee
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors of your Company at its meeting held on
20th May 2014 had constituted Corporate Social Responsibility Committee
comprising of Mr. Dilip G. Piramal, Ms. Radhika Piramal and Mr. Vijay
Kalantri as members of the Committee.
The Committee''s prime responsibility is to assist the Board in
discharging its social responsibilities by way of formulating and
monitoring implementation of the framework of ''Corporate Social
Responsibility Policy'', observe practices of Corporate Governance at
all levels, and to suggest remedial measures wherever necessary.
The Committee''s constitution and terms of reference meet with the
requirements of the Companies Act, 2013.
The annual report on CSR activities is appended as Annexure C to the
Board''s Report.
vigil mechanism
Your Company has established a Vigil Mechanism Policy for your
Directors and employees to safeguard against victimisation of persons
who use vigil mechanism and report genuine concerns. The Audit
Committee shall oversee the vigil mechanism.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company''s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of reliable financial
disclosures.
MATERIAL SUBSIDIARIES
Your Company has established a Policy for determining Material
Subsidiaries and the same is available on the website of your Company
viz. www.vipindustries.co.in
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your Company has established a Policy for determining related party
transactions. The Audit Committee oversees the related party
transactions. The Related Party Transaction Policy is available on the
website of your Company.
None of the transactions with any of related parties were in conflict
with your Company''s interest. Attention of members is drawn to the
disclosure of transactions with related parties set out in Note No.32
of the Standalone Financial Statements, forming part of the Annual
Report.
Your Company''s major related party transactions are generally with its
subsidiaries and associates. The related party transactions are entered
into based on considerations of various business exigencies, such as
synergy in operations, sectoral specialisation and your Company''s
long-term strategy and capital resources of subsidiaries and
associates.
All related party transactions are negotiated on arm''s length basis and
are intended to further your Company''s interests.
PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME
In terms of the provisions of Section 197(12) of the Companies Act,
2013 (the Act) read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms part of this
Annual Report.
Having regard to the provisions of Section 136 of the Act, the Annual
Report excluding the aforesaid information is being sent to the members
of your Company. The said information is available for inspection at
the registered office of your Company during working hours and any
member desirous of obtaining such information may write to the
Secretarial Department of your Company and the same will be furnished
on request.
During the year under review, no fresh stock options have been granted
by your Company. Accordingly, no new equity shares have been allotted
under the Employee Stock Option Scheme of your Company. Hence, no
disclosure under the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 have been made during the
year under review.
significant AND MATERIAL ORDERS
There are no significant and material Orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and your
Company''s operations in future.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
In terms of Section 125 of the Companies Act, 2013, any unclaimed or
unpaid Dividend relating to the financial year 2007-08 is due for
remittance to the Investor Education and Protection Fund established by
the Central Government on 3rd September 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by your Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section
92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 in the prescribed Form
MGT-9 is annexed herewith as Annexure D.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of your Company is furnished hereunder:
S. Name Designation Remuneration paid for the
No. financial year 2014-15
(in Rs. )
1. Mr.Dilip G. Piramal Chairman 1,70,06,555
2. Ms. Radhika Piramal Managing Director 2,00,74,343
3. Mr. Ashish K. Saha Director - Works 60,82,245
4. Mr. Jogendra Sethi Chief Financial 1,09,85,628
Officer
5. Mr. Shreyas Trivedi General Manager- 41,27,832
Legal & Company
Secretary
1. A brief write up on the Human Resource Department and initiatives
taken during the year 2014-15
During the year under review, Human Resources department of your
Company focused on effective execution of plans through its qualified
workforce. Through a structured recruitment and training process, your
Company identified the need of training and trained the workforce to
improve capabilities. A structured recruitment process has helped your
Company attract the right talent at all levels.
Your Company has commenced the journey to become a Great Place to
Work® where employees trust the company they work for, take pride in
what they do and enjoy the company of the people they work with. Your
Company strongly believe that an engaged workforce is critical in
achieving its business goals and building a sustainable organization.
In spite of a written agreement with respect to the retirement age in
your Company being 56 years, which has been in place since 2004 onwards
and re-affirmed in 2009, some workers have disputed this retirement age
and the matter has been referred to the Industrial Tribunal, Nashik.
The relationship with the Union at plant locations continues to be
cordial, professional and productive.
The employee strength as on 31st March 2015 was 1938.
2. Your Directors'' Remuneration (without variable pay / commission) to
the median remuneration of the employees of your Company for the year
2014-15 was as under:
Director''s Name Ratio of remuneration of each
Director to the median
employees'' remuneration
Mr. Dilip G. Piramal 39x
Ms. Radhika Piramal 51x
Mr. Ashish K. Saha 20x
3. The Percentage increase in remuneration of all Executive Directors,
Chief Financial Officer and Company Secretary were as under:
Name Designation increase
Mr. Dilip G. Piramal Chairman 0.00%
Ms. Radhika Piramal Managing Director 12.00%
Mr. Ashish K. Saha Director - Works 19.00%
Mr. Jogendra Sethi Chief Financial Officer 15.00%
Mr. Shreyas Trivedi General Manager - Legal 16.00%
& Company Secretary
4. The percentage increase in the median remuneration of employees for
the financial year 2014-15 is at 14%. The percentage increase in the
median remuneration is calculated for comparable employees and does not
include employees who were not eligible.
5. Your Company considered the following factors while recommending
the increase in compensations.
1. Financial performance of your Company
2. Sales growth of your Company during the year under review
3. Salary Benchmarking against peer companies
4. Industry benchmarks
6. Your Company provided an average increase in remuneration of 14.33%
to Key Managerial Personnel against an overall average increase in
median salaries of 14%.
7. The comparison of remuneration of each of the Key Managerial
personnel against the performance of your Company is as below:
Managing Director: 4.27% of net profits for the year 2014-15 Chief
Financial Officer: 2.43% of net profits for the year 2014-15
General Manager - Legal & Company Secretary: 0.88% of net profits for
the year 2014-15
8. The variable payout for Directors is linked with your Company
performance as well as individual performance. In the year 2013-14,
your Company had met the profitability targets, hence the individual
linked variable pay as well as Company linked variable pay was paid.
9. There are no employees of your Company who received remuneration in
excess of the highest paid Director of your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure A as
attached to this report.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
acknowledgement
Your Directors wish to place on record their appreciation for the
dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors
dilip g. piramal
chairman
Place: Mumbai
Dated: 14th May 2015
Mar 31, 2013
The Directors are pleased to present the 46th Annual Report together
with the Audited Accounts of your Company for the year ended 31st March
2013.
FINANCIAL RESULTS (Rs. in Crores)
Year ended Year ended
31.3.2013 31.3.2012
Revenue from Operations and Other Income 876.86 861.68
Profit Before Depreciation and Amortisation
Expenses, Finance Cost and 70.30 120.19
Tax Expenses
Finance Cost 5.14 6.94
Depreciation and Amortisation Expenses 19.80 17.29
Profit Before Tax 45.36 95.96
Tax Expenses 13.84 28.27
Profit for the year 31.52 67.69
Profit brought forward from previous year 36.11 36.11
Appropriations:
Transferred to General Reserve 14.99 41.41
Interim Dividend - 8.48
Proposed Dividend 14.13 14.13
Tax on Dividend 2.40 3.67
Closing Balance 36.11 36.11
OVERALL PERFORMANCE AND OUTLOOK
During the financial year ended 31st March 2013, revenue from
Operations & Other Income was Rs. 876.86 crores as against Rs. 861.68
crores last year, representing an increase of 1.76% over the
corresponding period of the previous year. Profit after Tax for the
year under review amounted to Rs. 31.52 crores representing a decline
of 53% over the previous year. During the year under review, there was
continued pressure on gross margins due to the weak Rupee against US
Dollar on imported soft luggage, which constitutes majority of your
Company''s sales. Your Company was able to pass on only part of the
cost increases to its customers due to weak macroeconomic demand. The
outlook for the current year is challenging across traditional trade
and modern retail sales channels mainly due to a sluggish economy.
However, your Company expects to grow despite the adverse environment
due to its strong brands, innovative products, extensive distribution
network and attractive advertising campaigns.
As on 31st March, 2013, the Reserves and Surplus of your Company stood
at Rs. 229.26 crores.
A detailed analysis of the operations of your Company during the year
under report is included in the Management Discussion and Analysis
Report, forming part of this Annual Report.
DIVIDEND
Your Directors are pleased to recommend for your consideration, a
dividend of Rs. 1 (Rupee One only) per equity share of Rs. 2 each
(previous year Rs. 1.60 per equity share of Rs. 2 each) for the
financial year 2012-13.
EXPORTS AND INTERNATIONAL OPERATIONS
International Sales for the year ended 31st March 2013 were at Rs.
75.15 crores as against Rs. 82.87 crores in the previous year, a
decline of 9.33% over the previous year. Highly uncertain market
conditions and weak economic scenario in European and Asia Pacific
Countries led to decline in business and is the prime reason for
overall decline in exports. However, your Company is working on
strengthening its distribution network to increase international sales.
Your Company expects better results from the introduction of its new
ranges which will further strengthen the market share in the coming
years.
SUBSIDIARY IN BANGLADESH
Your Company invested till 31st March 2013, approximately. Rs. 3.50
crores (Rupees Three Crores Fifty Lacs) in its wholly owned subsidiary,
VIP Industries Bangladesh Private Limited for setting up a
manufacturing unit for luggage in Bangladesh. The civil and
construction activities will be completed by September 2013 and
manufacturing operations is expected to start by December 2013.
NEW AREA OF OPERATIONS - LADIES HAND BAGS SEGMENT
In October 2012, your Company entered a new product segment by
launching ladies handbags under the brand "CAPRESE". For the six
months of business operations since its introduction, Caprese has shown
encouraging results. Your Company expects this segment to grow higher
in the coming years. With a strong advertisement campaign and wide
presence through various distribution channels, Caprese has already
attracted lot of attention in the market.
RESEARCH & DEVELOPMENT
The Research and Development (R&D) centre of your Company is actively
engaged in upgradation of technologies, processes and development of
quality products ensuring technological leadership for your Company in
the years to come.
The R&D centre continues to be recognized by the Department of
Scientific & Industrial Research, of the Government of India.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement,
your Directors confirm that:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
(ii) such accounting policies are selected and applied consistently and
judgements and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of your
Company at the end of the financial year and of the profits of your
Company for the year under review;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts for the financial year ended 31st March, 2013
have been prepared on a ''Going Concern'' basis.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report, the Report on
Corporate Governance and the Certificate in respect of compliance of
requirements of Corporate Governance, are annexed to this Report and
forms part of this Annual Report.
SUBSIDIARIES
The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011
dated 8th February 2011, has granted general exemption under section
212(8) of the Companies Act, 1956, subject to certain conditions being
fulfilled by the Company. Accordingly, the copies of the Balance Sheet,
the Profit and Loss Account, the Report of the Board of Directors and
Auditors of VIP Industries Bangladesh Private Limited and Blow Plast
Retail Limited have not been attached with the Balance Sheet of your
Company.
However, the Consolidated Financial Statements of your Company, which
include the financial results of VIP Industries Bangladesh Private
Limited for the period from 5th April, 2012 to 31st March, 2013 and of
Blow Plast Retail Limited for the full financial year 2012-13 are
included in this Annual Report. Further, a statement containing the
particulars prescribed under the terms of the said exemption for VIP
Industries Bangladesh Private Ltd and Blow Plast Retail Limited is also
enclosed. Copies of the relevant audited accounts of VIP Industries
Bangladesh Private Ltd and Blow Plast Retail Limited can also be sought
by any Member on making a written request to the Secretarial Department
of your Company in this regard. The annual accounts of VIP Industries
Bangladesh Private Limited and Blow Plast Retail Limited are also
available for inspection by any Member at the Registered Office of your
Company.
INSURANCE
All the assets of your Company, including Plant & Machinery, Buildings,
Equipments etc. have been adequately insured.
DEPOSITORY
Your Company''s shares are tradable compulsorily in electronic form
and your Company has established connectivity with both the
depositories, i.e. National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL).
PUBLIC DEPOSITS
Your Company had not received instructions from 17 depositors for
repayment of deposits amounting to Rs. 3,06,000 (Rupees Three Lakh Six
Thousand Only) as at 31st March, 2013. Since then, no deposit has been
repaid.
DIRECTORS
Mr. Rajeev Gupta was appointed as an Additional Director of your
Company with effect from 7th February, 2013. The necessary approval of
Members is being sought in the ensuing Annual General Meeting for the
appointment of Mr. Rajeev Gupta as a Director of your Company.
Mr. Dilip G. Piramal, Chairman was appointed as a Whole-time Director
of your Company for a period of 5 years with effect from 15th May 2013
subject to the approval of Members. He will continue to be designated
as Chairman of your Company. The necessary approval of Members is
being sought in the ensuing Annual General Meeting for the appointment
and payment of remuneration to Mr. Diiip G. Piramal as Whole-time
Director of your Company.
Mr. Vijay Kalantri and Mr. Nabankur Gupta, Directors retire by rotation
and being eligible, offer themselves for re-appointment.
Mr. Nirmal Gangwal ceased to be a Director of your Company with effect
from 15th May 2013. Your Directors wish to place on record their
appreciation for the guidance and inputs provided by Mr. Nirmal Gangwal
during his tenure as a Director of your Company.
Pursuant to Clause 49 of the Listing Agreement, information on
Directors retiring by rotation is provided as a part of the Notice
convening the ensuing Annual General Meeting.
AUDITORS
M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956, your
Company has obtained a written certificate from the Statutory Auditors
proposed to be re- appointed to the effect that their re-appointment,
if made, would be in conformity with the limits specified in the said
Section. A proposal seeking their re-appointment is provided as a part
of the Notice convening the ensuing Annual General Meeting.
RSM Astute Consulting Private Limited were the Internal Auditors of
your Company for the financial year 2012-13.
In terms of the amended Companies (Cost Accounting Records) Rules, 2011
notified by the Ministry of Corporate Affairs (MCA) vide Notification
GSR 429(E) dated 03.06.2011 read with the Order dated 6th November 2012
issued by the Cost Audit Branch of MCA, your Company is required to
file with MCA, the Compliance Report certified by the Practicing Cost
Accountants every year from the financial year 2011-12 onwards. To
comply with the said Rules, M/s. Suraj Lahoti & Associates were
appointed as the Cost Accountants for the financial year 2011-12.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as required in terms of the provisions of Section 217(1
)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed herewith and forms part of this
Report as Annexure (A).
PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME
Information as per Section 217(2A) of the Companies Act, 1956 (the Act)
read with the Companies (Particulars of Employees) Rules, 1975 forms
part of this Report. As per the provisions of Section 219(1 )(b)(iv) of
the Act, the Report and Accounts are being sent to the Members of your
Company excluding the statement on particulars of employees under
Section 217(2A) of the Act. Any Member interested in obtaining a copy
of the said statement may write to the Secretarial Department at the
Registered Office of your Company.
During the year under review, no fresh stock options have been granted
by your Company. Accordingly, no new equity shares have been allotted
under the Employee Stock Option Scheme of your Company. Hence, no
disclosure under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 have been made during the year under review.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors
DILIP G. PIRAMAL
Chairman
Place: Mumbai
Dated: 15th May, 2013
Mar 31, 2012
The Directors are pleased to present the 45th Annual Report together
with the Audited Accounts of your Company for the year ended 31st March
2012.
FINANCIAL RESULTS
(Rs. in Crores)
Year ended Year ended
31.3.2012 31.3.2011
Revenue from Operations and
Other Income 861.68 744.00
Profit Before Depreciation and
Amortisation Expenses,
Finance Cost and 120.19 95.79
Tax Expenses
Finance Cost 6.94 4.45
Depreciation and Amortisation Expenses 17.29 14.82
Profit Before Tax 95.96 76.52
Tax Expenses 28.27 14.50
Profit for the year 67.69 62.02
Profit brought forward from
previous year 36.11 36.11
Appropriations:
Transferred to General Reserve 41.41 29.10
Interim and Proposed Dividend 22.61 28.26
Tax on Dividend 3.67 4.66
Closing Balance 36.11 36.11
OVERALL PERFORMANCE AND OUTLOOK
Revenue from Operations & Other Income during the financial year ended
31st March 2012 was at Rs. 861.68 crores as against Rs. 744.00 crores last
year, representing an increase of approximately 15% over the
corresponding period of the previous year. Profit after Tax for the
year under review amounted to Rs. 67.69 crores representing an increase
of approximately 9% over the previous year. Despite continuous pressure
of rising input costs in the previous year, your Company was able to
pass on most of the cost increases to its customers due to the strength
of our brands. Sales value and volume growth was in line with industry
growth.
As on 31st March, 2012, the Reserves and Surplus of your Company stood
atRs. 214.32 crores.
The outlook for the current year is challenging across traditional
trade and modern retail sales channels due to decline in Indian
macro-economic conditions and a poor marriage season. However, your
Company expects to grow despite the adverse environment due to its
strong brands, products and advertising campaigns.
A detailed analysis of the operations of your Company during the year
under report is included in the Management Discussion and Analysis
Report, forming part of this Annual Report.
DIVIDEND
Your Directors are pleased to recommend for your consideration, a final
dividend of Rs. 1 (Rupee One only) per equity share of Rs. 2 each (previous
year Rs. 7 per equity share of Rs. 10 each) for the financial year 2011-12.
Your Company had paid in February 2012, an interim dividend of 60 paise
per equity share of Rs. 2 each (previous year Rs. 3 per equity share of Rs.
10 each) for the financial year 2011-12.
Accordingly, the total dividend declared by your Company for the
financial year 2011-12 is Rs. 1.60 (Rupee One and Paise Sixty only) per
equity share of Rs. 2 each (previous year Rs. 10 per equity share of Rs. 10
each).
SUB DIVISION OF EQUITY SHARES
At the 44th Annual General Meeting of your Company held on 29th
September, 2011, the Members had approved the sub-division of each
equity share of Rs. 10 each into five equity shares of Rs. 2 each. Your
Company had taken necessary steps for the sub-division of shares and
accordingly 1st November, 2011 was fixed as the 'Record Date' for this
purpose and the sub-divided shares were traded on the Stock Exchanges
i.e. the Bombay Stock Exchange Ltd. and the National Stock Exchange of
India Ltd. w.e.f. 2nd November, 2011.
EXPORTS AND INTERNATIONAL OPERATIONS
Exports for the year ended 31st March 2012 were at Rs. 82.87 crores as
against Rs. 73.07 crores in the previous year, an increase of
approximately 13% over the previous year. Global economic condition
continued to remain weak especially in Europe, however your Company
consolidated its market share in the Middle East and Asia Pacific. Your
Company is expecting that with the introduction of its new ranges, it
will be able to further strengthen the market share in the coming
years.
CARLTON TRAVEL GOODS LIMITED
As you are aware, Carlton Travel Goods Limited (CTGL), the wholly owned
subsidiary of your Company in UK incurred heavy losses over the past
several years even after taking all measures to improve sales and
reduce losses. In the circumstances, CTGL decided to dissolve the
Company. Accordingly, the Registrar of Companies for England and Wales
had dissolved CTGL on 6th December, 2011.
SUBSIDIARY IN BANGLADESH
Your Company set up a wholly owned subsidiary in Bangladesh under the
name and style of V.I.P. Industries Bangladesh Private Limited with an
Authorised Share Capital of BDT 250 million (Two Hundred and Fifty
Million Bangladesh Taka) to carry out manufacturing operations of
luggage in Bangladesh.
RESEARCH & DEVELOPMENT
The Research and Development (R&D) centre of your Company is actively
engaged in upgradation of technologies, processes and development of
quality products towards ensuring technological leadership for your
Company in the years to come.
The R&D centre continues to be recognized by the Department of
Scientific & Industrial Research, of the Government of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors' Responsibility Statement, it
is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(ii) that your Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company at the end of the financial year and of the
profits of your Company for the year under review;
(iii) that your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities;
(iv) that your Directors have prepared the accounts for the financial
year ended 31st March, 2012 on a 'Going Concern' basis.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report, the Report on
Corporate Governance and the Certificate in respect of compliance of
requirements of Corporate Governance, are annexed to this Report and
forms part of this Annual Report.
SUBSIDIARIES
The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011
dated 8th February 2011, has granted general exemption under section
212(8) of the Companies Act, 1956, subject to certain conditions being
fulfilled by the Company. Accordingly, the copies of the Balance Sheet,
the Profit and Loss Account, the Report of the Board of Directors and
Auditors of Carlton Travel Goods Limited and Blow Plast Retail Limited
have not been attached with the Balance Sheet of your Company.
However, the Consolidated Financial Statements of your Company, which
include the financial results of Carlton Travel Goods Limited upto 6th
December 2011 and of Blow Plast Retail Limited for the full financial
year 2011 -12 are included in this Annual Report. Further, a statement
containing the particulars prescribed under the terms of the said
exemption for Carlton Travel Goods Limited and Blow Plast Retail
Limited is also enclosed. Copies of the relevant audited annual
accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited
can also be sought by any Member on making a written request to the
Secretarial Department at the Registered Office of your Company in this
regard. The annual accounts of Carlton Travel Goods Limited and Blow
Plast Retail Limited are also available for inspection by any Member at
the Registered Office of your Company.
INSURANCE
All the assets of your Company, including Plant & Machinery, Buildings,
Equipments etc. have been adequately insured.
DEPOSITORY
Your Company's shares are tradable compulsorily in electronic form and
your Company has established connectivity with both the depositories,
i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
PUBLIC DEPOSITS
Your Company had not received instructions from 30 depositors for
repayment of deposits amounting to Rs. 4,81,000 (Rupees Four Lakhs Eighty
One Thousand Only) as at 31st March, 2012. Since then, 1 deposit
amounting toRs. 10,000 (Rupees Ten Thousand Only) has been repaid.
DIRECTORS
Mr. Ashish K. Saha was appointed as a Whole-time Director of your
Company designated as Director - Works, for a period of 3 years with
effect from 1st February, 2012. The necessary approval of Members is
being sought in the ensuing Annual General Meeting for the appointment
and payment of remuneration to Mr. Ashish K. Saha as Director - Works
of your Company.
Mr. T. Premanand ceased to be the Director - Works, with effect from
closing hours of 31st January, 2012. The Directors place on record
their appreciation of the guidance and inputs provided by Mr. T.
Premanand during his tenure as the Director of your Company.
Mr. D K. Poddar and Mr. G. L. Mirchandani, Directors retire by rotation
and being eligible, offer themselves for re-appointment.
Pursuant to Clause 49 of the Listing Agreement, information on
Directors retiring by rotation is provided as a part of the Notice
convening the ensuing Annual General Meeting.
AUDITORS
M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956, your
Company has obtained a written certificate from the Statutory Auditors
proposed to be re-appointed to the effect that their re-appointment, if
made, would be in conformity with the limits specified in the said
Section.
A proposal seeking their re-appointment is provided as a part of the
Notice convening the ensuing Annual General Meeting.
Ernst & Young Private Limited were the Internal Auditors of your
Company for the financial year 2011-12. For the financial year 2012-13,
RSM Astute Consulting Private Limited has been appointed as the
Internal Auditors of your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as required in terms of the provisions of Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed herewith and forms part of this
Report as Annexure (A).
PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME
Information as per Section 217(2A) of the Companies Act, 1956 (the Act)
read with the Companies (Particulars of Employees) Rules, 1975 forms
part of this Report. As per the provisions of Section 219(1)(b)(iv) of
the Act, the Report and Accounts are being sent to the Members of your
Company excluding the statement on particulars of employees under
Section 217(2A) of the Act. Any Member interested in obtaining a copy
of the said statement may write to the Secretarial Department at the
Registered Office of your Company.
During the year under review, no fresh stock options have been granted
by your Company. Accordingly, no new equity shares have been allotted
under the Employee Stock Option Scheme of your Company. Hence, no
disclosure under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 have been made during the year under review.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Financial Institutions,
Banks and other Government departments for their continued assistance
and co-operation extended to your Company during the year under report.
Your Directors also wish to place on record, their appreciation for the
dedicated services of the employees of your Company at all levels.
By Order of the Board of Directors
DILIP G. PIRAMAL
Place : Mumbai Chairman
Dated : 7th August, 2012
Mar 31, 2011
Dear Members,
The Directors are pleased to present the 44th Annual Report together
with the Audited Accounts of your Company for the year ended 31st March
2011.
FINANCIAL RESULTS
(Rs. in Crores)
Year Ended Year Ended
31.03.2011 31.03.2010
Sales, Income from Operations & Other
Income 743.43 611.52
Gross Profit 94.47 95.68
Interest 3.07 7.96
Depreciation 14.82 17.28
Profit Before Tax & Extra-ordinary Items 76.58 70.44
Extra-ordinary Items - 9.39
Tax Provision (Net of Deferred Tax)
including Fringe Benefit Tax and Income
Tax for 14.57 11.00
prior years
Profit After Tax 62.01 50.05
Profit brought forward from Previous Year 36.11 32.51
Profit available for Appropriation 98.12 82.56
Appropriations:
Interim and Proposed Dividend 28.26 14.13
Corporate Tax on Dividend 4.65 2.40
General Reserve 29.10 29.92
Balance carried to Balance Sheet 36.11 36.11
98.12 82.56
OVERALL PERFORMANCE AND OUTLOOK
Income from Operations & Other Income during the financial year ended
31st March 2011 was at Rs. 743.43 crores as against Rs. 611.52 crores
last year, representing an increase of approximately 22% over the
corresponding period of previous year. Profit after Tax for the year
under review amounted to Rs. 62.01 crores after considering the
Extra-ordinary Items of Rs. Nil (previous year Rs. 9.39 crores) as
against Rs. 50.05 crores in the previous year representing an increase
of approximately 24% over the previous year. Despite continuous
pressure in rising input costs in the previous year, your Company was
able to pass on most of the cost increases to its customers due to the
strength of our brands. Sales value and volume growth was robust and
the outlook for the current year remains strong across traditional
trade and modern retail sales channels.
As on 31st March 2011, the Reserves and Surplus of your Company stood
at Rs. 172.95 crores.
The outlook for the current year is encouraging.
A detailed analysis of the operations of your Company during the year
under report is included in the Management Discussion and Analysis
Report, forming part of the Annual Report.
DIVIDEND
Your Directors are pleased to recommend for your consideration, a final
dividend of Rs. 7 (Rupees Seven) per equity share (previous year Rs. 3
per equity share) for the financial year 2010-11. Your Company had paid
in February 2011, an interim dividend of Rs. 3 (Rupees Three) per
equity share (previous year Rs. 2) for the financial year 2010-11.
Accordingly, the total dividend declared by your Company for the
financial year 2010-11 is Rs. 10 (Rupees Ten) per equity share
(previous year Rs. 5 per equity share).
SUB DIVISION OF EQUITY SHARES
The Board of Directors of your Company proposed the sub-division of
each existing equity share of the nominal value of Rs. 10 into 5 (Five)
equity shares of the nominal value of Rs. 2 each fully paid up. The
Record Date for the same shall be determined subsequently. The
sub-dividion of equity shares is subject to your approval and also any
other statutory and regulatory authorities, as applicable. The
sub-division of equity shares has been recomended with a view to
encourage greater participation from retail investors.
EXPORTS AND INTERNATIONAL OPERATIONS
Exports for the year ended 31st March 2011 was at Rs. 73.07 Crores as
against Rs. 47.02 Crores in the previous year, an increase of
approximately 56 % over the previous year. Whereas the global economy
has not shown much signs of recovery, your Company has gained some
share in certain countries including European markets. Your Company is
expecting that with the introduction of its new ranges, it will be able
to further strengthen the market share in the coming years.
CARLTON TRAVEL GOODS LIMITED
Carlton Travel Goods Limited (CTGL), the wholly owned subsidiary of
your Company which sells and distributes brand "Carlton" in U.K. and
European markets incurred heavy losses, both operationally as well as
on currency translated losses in the year 2008-09. Since then, CTGL had
undertaken several initiatives with a view to improve sales of the
brand "Carlton" including that of launching new products for
mid-to-premium customers and successfully gaining entry into key
luggage stores and retail chains.'In spite of all these measures, there
were no signs of recovery. Your Company instead of selling directly
through its work force in U.K. appointed Distributors to reduce fixed
cost overheads. Your Company also started direct billing in USD rather
than GBP to most customers. These initiatives will not only grow sales
and ensure strong presence of brand "Carlton" in UK and European
markets but also stem any further losses and minimize cross currency
exposures.
RESEARCH & DEVELOPMENT
The Research and Development (R&D) centre of your Company is actively
engaged in upgradation of technologies, processes and development of
quality products towards ensuring technological leadership for your
Company in the years to come.
The R&D centre continues to be recognized by the Department of
Scientific & Industrial Research, of the Government of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors' Responsibility Statement, it
is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(ii) that your Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company at the end of the financial year and of the
profits of your Company for the year under review;
(iii) that your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities;
(iv) that your Directors have prepared the accounts for the financial
year ended 31st March, 2011 on a 'Going Concern' basis.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report, the Report on
Corporate Governance and the Certificate in respect of compliance of
requirements of Corporate Governance, are annexed to this Report and
forms part of this Annual Report.
SUBSIDIARIES
In terms of the approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet,
Profit and Loss Account, Report of the Board of Directors and Auditors
of Carlton Travel Goods Limited and Blow Plast Retail Limited have not
been attached with the Balance Sheet of your Company.
However, the Consolidated Financial Statements of your Company, which
include the financial results of Carlton Travel Goods Limited and Blow
Plast Retail Limited are included in this Annual Report. Further, a
statement containing the particulars prescribed under the terms of the
said exemption for Carlton Travel Goods Limited and Blow Plast Retail
Limited is also enclosed. Copies of the relevant audited annual
accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited
can also be sought by any Shareholder on making a written request to
the Secretarial Department at the Registered Office of your Company in
this regard. The annual accounts of Carlton Travel Goods Limited and
Blow Plast Retail Limited are also available for inspection by any
Shareholder at the Registered Office of your Company and at the
respective Head Offices of Carlton Travel Goods Limited and Blow Plast
Retail Limited.
INSURANCE
All the assets of your Company, including Plant & Machinery, Buildings,
Equipments etc. have been adequately insured.
DEPOSITORY
Your Company's shares are tradable compulsorily in electronic form and
your Company has established connectivity with both the depositories,
i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
PUBLIC DEPOSITS
Your Company had not received instructions from 43 depositors for
repayment of deposits amounting to Rs. 6,36,000 (Rupees Six Lakhs
Thirty Six Thousand) as at 31s1 March, 2011. None of these deposits
have been repaid since then.
CENTRAL GOVERNMENT APPROVAL UNDER SECTION 211 AND 212 OF THE COMPANIES
ACT, 1956
On an application made by your Company under Section 211 of the
Companies Act, 1956, the Central Government vide its letter No.
46/29/2011-CL-l 11 dated 18th January, 2011 exempted your Company from
giving disclosure of quantitative details in compliance of Schedule VI
to the Companies Act, 1956 in this Annual Report.
On an application made by your Company under Section 212(8) of the
Companies Act, 1956, the Central Government vide its letter No.
47/16/2011-CL-l 11 dated 9th February, 2011, exempted your Company from
attaching a copy of the Balance Sheet and the Profit and Loss Account
of the Subsidiary Companies and other documents to be attached under
Section 212(1) of the Annual Report of your Company. Accordingly, the
said documents are not being attached with the Balance Sheet of your
Company. A gist of the financial performance of the Subsidiary
Companies is contained in this Report. The annual accounts of the
Subsidiary Companies are open for inspection by any shareholder and
your Company will make available these documents/details upon request
by any shareholder of your Company or to any investor of its Subsidiary
Companies who may be interested in obtaining the same. Further, the
annual accounts of the Subsidiary Companies will also be kept for
inspection by any Shareholder at the Registered Office of your Company
and at the respective Head Offices of the subsidiary companies.
DIRECTORS
Mr. T Premanand was appointed as a Whole-time Director of your Company
designated as Director - Works, for a period of 5 years with effect
from 27th July, 2010. The necessary approval of shareholders is being
sought in the ensuing Annual General Meeting for the appointment and
payment of remuneration to Mr. T Premanand as Director - Works of your
Company.
Mr. Nabankur Gupta was appointed as an Additional Director of your
Company with effect from 13th May, 2011 and holds office till the
conclusion of the ensuing Annual General Meeting. The necessary
approval of shareholders is being sought in the ensuing Annual General
Meeting for the appointment of Mr. Nabankur Gupta as Director of your
Company.
Mr. Sudhir Jatia ceased to be the Managing Director of your Company
with effect from 30th April 2010. Mr. Jatia continued as a
non-executive Director of your Company with effect from 1st May 2010.
Subsequently, Mr. Jatia has resigned as a Director of your Company
w.e.f. 31st March, 2011.
Mr. Dilip G. Piramal and Mr. Vivek Nair, Directors retire by rotation
and being eligible, offer themselves for re-appointment. Pursuant to
Clause 49 of the Listing Agreement, information on Directors retiring
by rotation is provided as a part of the Notice convening the ensuing
Annual General Meeting.
AUDITORS
M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956, your
Company has obtained a written certificate from the Statutory Auditors
proposed to be re-appointed to the effect that their re-appointment, if
made, would be in conformity with the limits specified in the said
Section.
A proposal seeking their re-appointment is provided as a part of the
Notice convening the ensuing Annual General Meeting.
During the year, Ernst & Young Private Limited, were appointed as one
of the Internal Auditors of your Company to evaluate the current state,
identification of performance gaps, prioritize improvement
opportunities and future state vision across all functions of your
Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as required in terms of the provisions of Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed herewith and forms part of this
Report as Annexure (A).
PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME
Information as per Section 217(2A) of the Companies Act, 1956 ("the
Act") read with the Companies (Particulars of Employees) Rules, 1975
forms part of this Report. As per the provisions of Section
219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the
shareholders of your Company excluding the statement on particulars of
employees under Section 217(2A) of the Act. Any shareholder interested
in obtaining a copy of the said statement may write to the Secretarial
Department at the Registered Office of your Company.
During the year under review, no fresh stock options have been granted
by your Company. Accordingly, no new equity shares have been allotted
under the Employee Stock Option Scheme of your Company. Hence, no
disclosure under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 have been made during the year under review.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Financial Institutions,
Banks and other Government departments for their continued assistance
and co-operation extended to your Company during the year under report.
Your Directors also wish to place on record, their appreciation for the
dedicated services of the employees of your Company at all levels.
On behalf of the Board of Directors
DILIP G. PIRAMAL
Chairman
Place : Mumbai
Date : 10th August, 2011
Mar 31, 2010
The Directors are pleased to present the 43rd Annual Report together
with the Audited Accounts of your Company for the financial year ended
31st March 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
Year Ended Year Ended
31.03.2010 31.03.2009
Sales, Income from Operations &
Other Income 636,78 532,25
Gross Profit 95,68 46,77
Interest 7,96 12,82
Depreciation 17,28 14,07
Profit Before Tax & Extra-ordinary Items 70,44 19,88
Extra-ordinary Items 9,39 10,44
Tax Provision (Net of Deferred Tax)
including Fringe Benefit Tax and 11,00 53
Income Tax for prior years
Profit After Tax 50.05 8,91
Profit brought forward from
Previous Year 32,51 27,90
Profit available for Appropriation 82,56 36,81
Appropriations:
Interim and Proposed Dividend 14,13 2,82
Corporate Tax on Dividend 2,40 48
General Reserve 29,92 1,00
Balance carried to Balance Sheet 36,11 32,51
82,56 36,81
OVERALL PERFORMANCE AND OUTLOOK
Income from Operations & Other Income during the financial year ended
31st March 2010 was at Rs. 636,78 Lacs as against Rs.532,25 Lacs
representing an increase of approximately 20% over the corresponding
period of previous year. Profit after Tax for the year under review
amounted to Rs. 50,05 Lacs after considering the Extra-ordinary Items
of Rs. 9,39 Lacs (previous year Rs. 10,44 Lacs) as against Rs. 8,91
Lacs in the previous year representing an increase of more than 461%
over the previous year. The increase in profits during the year under
review was on account of increased sales, better margins, reduction in
input costs, interest costs and overall efficiency in operations at all
levels. With the surge in demand coupled with better marriage season,
softening of key raw material prices and the stimulus package offered
by the Government helped your Company in improving the margins
significantly during the year under review.
As on 31st March 2010, the Reserves and Surplus of your Company was at
Rs. 143,90 Lacs.
The outlook for the current year is encouraging.
A detailed analysis of the operations of your Company during the year
under report are included in the Management Discussion and Analysis
Report, forming part of this Annual Report.
DIVIDEND
Your Directors are pleased to recommend for your consideration, a final
dividend of Rs.3/- (Rupees Three Only) per equity share (previous year
Re.1/- per equity share) for the financial year 2009-10. Your Company
had paid in February 2010, an interim dividend of Rs. 21- (Rupees Two
Only) per equity share (previous year Nil) for the financial year
2009-10.
Accordingly, the total dividend declared by your Company for the
financial year 2009-10, is Rs.5/- (Rupees Five Only) per equity share
(previous year Re.1/- per equity share).
EXPORTS AND INTERNATIONAL OPERATIONS
Exports for the year ended 31st March 2010 was at Rs.47,02 Lacs as
against Rs.64,54 Lacs in the previous year, a drop of approximately 27%
over the previous year. The global economy has still not shown a sign
of robust recovery and your Company has also felt the pressure in
certain countries including European markets. Despite this, exports to
Middle East countries were steady. Your Company is expecting that with
the introduction of its new range, it will be able to gain market share
in the coming years.
CARLTON TRAVEL GOODS LIMITED
Carlton Travel Goods Limited (CTGL), the wholly owned subsidiary of
your Company which sells and distributes brand "Carlton" in UK and
European markets has not done well and incurred losses, both
operationally as well as on currency translated losses in the year
2008-09. Your Company has intensified its focus on the same and has
carried out major restructuring and continues to maintain a clear focus
on the said business to turnaround the same. In the year 2008- 09, CTGL
opened mono brand retail stores in high-end Malls to give the brand its
much needed premium visibility. However, due to the global recession
setting in, at the same time, these stores started incurring losses.
Considering the slow recovery in global economic scenario, your Company
decided and was able to close down all these stores during the year
under review. Also, looking at the recessionary trend continuing in
most parts of Europe, your Company has withdrawn the expansion plans in
some small European countries which will significantly cut down the
costs. These initiatives will arrest the operational losses for the
future. In terms of the currency translation, Great Britain Pound (GBP)
had shown signs of recovery against the US dollar during the year under
review but then slipped in the last two months to reach almost the year
beginning levels. However, CTGL could still recover approximately
4,50,000 GBP on account of realized /unrealized gains during the year
under review. The acceptability of the brand "Carlton" is improving
both in UK and European markets because of its premium product category
and your Company is confident of the brand performing well in future.
Your Company also feels that the GBP will show some signs of recovery
against the US dollar which will bring down the currency translation
losses. However, CTGL is also working out alternative plans to mitigate
currency risks going forward.
RESEARCH & DEVELOPMENT
The Research and Development (R&D) centre of your Company is actively
engaged in upgradation of technologies, processes and development of
quality products towards ensuring technological leadership for your
Company in the years to come.
The R&D centre continues to be recognized by the Department of
Scientific & Industrial Research of the Government of India.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, it
is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures, if any;
(ii) that your Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of your Company at the end of the financial year and of the
profits of your Company for the year under review;
(iii) that your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities;
(iv) that your Directors have prepared the accounts for the financial
year ended 31s1 March, 2010 on a Going Concern basis.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE
GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report, the Report on
Corporate Governance and the Certificate in respect of compliance of
requirements of Corporate Governance, are annexed to this Report and
form part of this Annual Report.
SUBSIDIARIES
In terms of the approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet,
the Profit and Loss Account, the Report of the Board of Directors and
the Auditors of Carlton Travel Goods Limited and Blow Plast Retail
Limited, have not been attached with the Balance Sheet of your Company.
However, the Consolidated Financial Statements of your Company, which
include the financial results of Carlton Travel Goods Limited and Blow
Plast Retail Limited, are included in this Annual Report. Further, a
statement containing the particulars prescribed under the terms of the
said exemption for Carlton Travel Goods Limited and Blow Plast Retail
Limited are also enclosed. Copies of the relevant audited accounts of
Carlton Travel Goods Limited and Blow Plast Retail Limited can also be
sought by any shareholder on making a written request to the
Secretarial Department, at the
Registered Office of your Company in this regard. The annual accounts
of Carlton Travel Goods Limited and Blow Plast
Retail Limited are also available for inspection by any shareholder at
the Registered Office of your Company and at the respective Head
Offices of Carlton Travel Goods Limited and Blow Plast Retail Limited.
INSURANCE
All the assets of your Company, including Plant & Machinery, Buildings,
Equipments etc. have been adequately insured.
DEPOSITORIES
Your Companys shares are tradable compulsorily in electronic form and
your Company has established connectivity with both the depositories,
i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
PUBLIC DEPOSITS
Your Company had not received instructions from 54 depositors for
repayment of deposits amounting to Rs.8,36,000/- (Rupees Eight Lacs
Thirty Six Thousand Only) as at 31st March, 2010. Since then, no
deposits have been repaid.
CENTRAL GOVERNMENT APPROVAL UNDER SECTION 211 AND 212 OF THE COMPANIES
ACT, 1956
On an application made by your Company under Section 211 of the
Companies Act, 1956, the Central Government vide its letter No.
46/13/2010-CL-III dated 8th February, 2010 exempted your Company from
giving disclosure of quantitative details in compliance of Schedule VI
to the Companies Act, 1956 in this Annual Report.
On an application made by your Company under Section 212(8) of the
Companies Act, 1956, the Central Government vide its letter No.
47/20/2010-CL-III dated 25th March, 2010, exempted your Company from
attaching a copy of the Balance Sheet and the Profit and Loss Account
of the Subsidiary Companies and other documents to be attached under
Section 212(1) to the Annual Report of your Company. Accordingly, the
said documents are not being attached with the Balance Sheet of your
Company. A gist of the financial performance of the Subsidiary
Companies is contained in this Report. The annual accounts of the
Subsidiary Companies are open for inspection by any shareholder and
your Company will make available these documents/details upon request
by any shareholder of your Company or to any investor of its Subsidiary
Companies who may be interested in obtaining the same. Further, the
annual accounts of the Subsidiary Companies will also be kept open for
inspection by any shareholder at the Registered Office of your Company
and at the respective Head Offices of the subsidiary Companies.
DIRECTORS
Ms. Radhika Piramal was appointed as an Executive Director of your
Company with effect from 13th July 2009. She has been appointed as the
Managing Director of your Company for a period from 1st May, 2010 to
12th July 2012 (both days inclusive). The necessary approval of the
Shareholders is being sought in the ensuing Annual General Meeting to
the appointment and payment of remuneration to Ms. Radhika Piramal as
the Managing Director of your Company.
Mr. Nirmal Gangwal was appointed as an Additional Director of your
Company with effect from 29th April, 2010 and holds office till the
conclusion of the ensuing Annual General Meeting. The approval of
Shareholders is being sought to the appointment of Mr. Nirmal Gangwal
as a Director of your Company.
Mr. Sudhir Jatia has resigned as the Managing Director of your Company
with effect from 30th April, 2010. Mr. Jatia will continue to act as a
Non-Executive Director of your Company.
Mr. D. K. Poddar and Mr. Vijay Kalantri, Directors retire by rotation
and being eligible, offer themselves for re-appointment. Pursuant to
Clause 49 of the Listing Agreement, details of Directors retiring by
rotation is provided as a part of the Notice of the ensuing Annual
General Meeting.
AUDITORS
M/s. M. L. Bhuwania & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and being eligible, have expressed their
willingness to continue, if so appointed. As required under the
provisions of Section 224 of the Companies Act, 1956, your Company has
obtained a written certificate from the Auditors proposed to be
re-appointed to the effect that their re-appointment, if made, would be
in conformity with the limits specified in the said Section.
A proposal seeking their re-appointment is provided as a part of the
Notice of the ensuing Annual General Meeting.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as required in terms of the provisions of Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, in
respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo is annexed herewith and forms part of this
Report as Annexure (A).
PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME
Information as per Section 217(2A) of the Companies Act, 1956 ("the
Act") read with the Companies (Particulars of Employees) Rules, 1975,
forms part of this Report. As per the provisions of Section
219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the
shareholders of your Company excluding the statement on particulars of
employees under Section 217(2A) of the Act. Any shareholder interested
in obtaining a copy of the said statement may write to the Secretarial
Department at the Registered Office of your Company.
During the year under review, no fresh stock options have been granted
by your Company. Accordingly, no new equity shares have been allotted
under the Employees Stock Option Scheme of your Company. Hence, no
disclosure under the Securities and Exchange Board of India (Employees
Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,
1999 has been made during the year under review.
INDUSTRIAL RELATIONS
Industrial relations remained cordial throughout the year under review.
ACKNOWLEDGEMENT
Your Directors record their gratitude to the Financial Institutions,
Banks and other Government departments for their continued assistance
and co-operation extended to your Company during the year under report.
Your Directors also wish to place on record, their appreciation for the
dedicated services of the employees of your Company at all levels.
On behalf of the Board of Directors
DILIP G. PIRAMAL
Chairman
Place : Mumbai
Date : 29th April, 2010
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