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Directors Report of Visagar Polytex Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present their 33rd Annual Report for the financial year ended March 31, 2016: BUSINESS PERFORMANCE:

(Rs. In Lacs)

Particulars

Year Ended 31-03-2016

Year Ended 31-03-2015

Revenue from Operations

10,317.87

6,097.32

Profit before depreciation and Tax

201.43

341.62

Less: Depreciation

185.81

110.65

Profit after depreciation and before Tax

15.63

230.97

Less : Provision For Tax

5.00

60.00

Less : Differed Tax

-

-

Less : Short/ Excess earlier year

-

-

Net Profit

10.63

170.97

Add: Profit & Loss A/c balance of previous years

2,404.10

2,253.28

Appropriations:

Proposed Dividend

55.40

16.79

Interim Dividend

-

-

Dividend Distribution Tax

11.08

3.36

Transfer to Capital (Bonus 1:10)

1,678.64

-

Balance c/f to Balance Sheet as at 31.03.2016

669.61

2,404.10

OPERATIONS AND FUTURE PLANS:

Your Company has seen an increase in turnover of the Company during the year under review which accounted for Rs. 10,317.87 Lakhs as compared to Rs. 6,097.32 Lakhs in FY 2014-15. The Net Profit has decreased significantly from Rs. 170.97 Lakhs in FY 2014-15 to Rs. 10.63 Lakhs in FY 2015-16. The reason for the decrease in profit margin is attributed towards raising expenses during the year, depreciation being a significant aspect.

However, your Company is optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your Director are hopeful that the results will be more encouraging.

EXPANSION:

During the year, Company had opened two showrooms at Mumbai and Jaipur under its Brand name ''VIVIDHA''. In addition, Company has also launched its Home Based Opportunity Scheme (HBO) for aspiring women entrepreneurs where a woman with nominal capital could approach Company. The Company would in turn provide its product for sale. In this way, both Company and the women entrepreneurs will get benefitted and the brand name of Company will be established.

DIVIDEND:

In order to plough back the profit, your Directors have not recommended any dividend for the year ended March 31, 2016.

SHARE CAPITAL:

As at March 31, 2016, the authorized share capital of the Company was Rs. 19,00,00,000 (Rupees Nineteen Crores Only) divided into 19,00,00,000 (Nineteen Crores) Equity Shares of Re. 1/- (Rupee One Only) each. During the year, Company had increased its Authorized Capital by Rs. 14,00,00,000 Crores.

As at March 31, 2016, the paid-up Equity Share Capital of the Company stood at Rs. 18,46,50,400 (Rupees Eighteen Crores Forty Six Lakhs Fifty Thousand and Four Hundred Only) divided into 184,650,400 (Eighteen Crores Forty Six Lakhs Fifty Thousand and Four Hundred) Equity Shares of Re. 1/- (Rupee One Only) each.

BONUS:

During the year, the Company had issued 167,864,000 Equity Shares on June 02, 2015 to its then existing shareholders in the ratio of 10:1 by way of capitalization of free reserves which has resulted into increase in paid up share capital of the Company.

On February 10, 2016, the Board had approved further issue of bonus shares in the ratio of 1:3, i.e., 61,550,134 Equity Shares by way of capitalization of reserves and put the matter before the Members for their approval. The consent of Members was accorded to the said issue. However, the allotment procedure was not completed by the end of the year 2015-16 and there was no impact on the capital structure of the Company because of the subsequent bonus issue.

TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2015-16 and instead intends to retain the net profit of Rs. 1,062,520/- in the Profit & Loss Account for the year ended March 31, 2016.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The amount of dividends remaining unpaid/unclaimed for seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year, no amount has been transferred to IEPF. The unclaimed dividend of Rs. 19,338.28/- declared for the year 2008-09 and approved on December 14, 2009 falls due on December 13, 2016. If the same is not claimed by the Members, the said amount will be transferred to IEPF.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Kanwarlal Rathi (DIN: 06441986) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnel’s:

During the year under review, Mr. Shivesh Anugrah Singh has resigned from the directorship of the Company w.e.f. February, 10, 2016 citing personal reasons. The board has accepted his resignation in the Board Meeting held on February, 10, 2016. In the same Board Meeting, Mr. Manish Kumar Gupta was appointed as an Additional Director (Non-Executive Independent) w.e.f. February, 10, 2016.

As at March 31, 2016, the Key Managerial Personnel’s of the Company are Mr. Tilokchand Kothari (Managing Director) and Mr. Sagar Kothari (Chief Financial Officer).

During the year, Mr. Sagar Kothari was appointed as Chief Financial Director with effect from April 06, 2015. Mr. Alok Jain, who was Company Secretary & Compliance had resigned from the Company w.e.f. May 20, 2015. In absence of Company Secretary, Mr. Tilokchand Kothari is designated as Compliance Officer in accordance with SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 till the time another Company Secretary is appointed.

iii) Appointment of Independent Directors:

As stated above, in accordance with the provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013, the Articles of Association of the Company and relevant regulations of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 entered with Stock Exchange, the Board of Directors have appointed Mr. Manish Kumar Gupta (DIN: 05331936) w.e.f. February 10, 2016 as an Additional Director (Independent, Non-Executive) who shall hold office up to the ensuing Annual General Meeting.

The Board recommends appointment of Mr. Manish Kumar Gupta at the ensuing Annual General Meeting as Non-Executive Independent Director for five consecutive years for a term up to September 29, 2021 or as on the date of 38th Annual General Meeting, whichever is earlier in accordance with Section 149 of the Companies Act, 2013. In the opinion of the Board, Mr. Gupta fulfills the conditions specified in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the Company.

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its various Committees. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

v) Meetings of the Board:

During the year ended 31st March 2016, Eight (8) Board Meetings were held by the Company on April 06, 2015; May 19, 2015; May 30, 2015; June 02, 2015; August 14, 2015; November 14, 2015; January 25, 2016 and February 10, 2016. Details of the meetings and the attendance record of the Directors are mentioned in the Corporate Governance section which forms part of this Report.

vi) Committees of the Board:

At present, there are three (3) Committees of Board, i.e. Audit Committee, Stakeholders'' Relationship Committee & Nomination & Remuneration Committee. The Composition and other details related to the Committees have been stated in the Corporate Governance Report which forms part of this report.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All Independent Directors of your Company have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made there under as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Textile Sector.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A”.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is annexed as "Annexure B” to this Report.

AUDIT COMMITTEE:

Your Company has an Audit Committee in compliance with the provisions of the Companies Act, 2013 as well as Part C of Schedule II of the Listing Regulations. The composition of the Audit Committee, detail of terms of reference, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into by the Company during the financial year under review were on arms'' length basis and in the ordinary course of business. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large, hence Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://vpl.visagar.com/attachments/policyrtp.pdf.

AUDITORS & THEIR REPORT: a) Statutory Auditor:

M/s. Sudhir M. Desai & Co., Chartered Accountant (Firm Reg. No. 125516W), Mumbai, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. They have expressed their willingness to be re-appointed and have confirmed that their appointment, if made, will be in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013.

The Statutory Auditors M/s. Sudhir M. Desai & Co., Chartered Accountants have issued their reports on Financial Statements for the year ended March 31, 2016. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Sudhir M. Desai & Co. as the Auditors of the Company for the financial year 2016-17.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed M/s. Rituraj & Associates, Practicing Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March,31, 2016. The Secretarial Audit Report is attached herewith marked as "Annexure C” and forms an integral part of this report.

Secretarial Auditor has made and mentioned the following observation in its report:

Shri AlokJain Company Secretary resign with effect from 20th May 2015. However the Company did not fill the casual vacancy within period of 6 months from the date such vacancy i.e. on or before 19th Nov 2015 as require under Section 203 Companies Act 2013.

With respect to the observation made by the Secretarial Auditor, your Directors would like to clarify that the Company had made all diligent efforts to appoint a Company Secretary in place of Mr. Alok Jain. However the Company failed to get a suitable candidate for the position. Your Directors assure you that as soon as Company find someone appropriate, no time would be wasted in the appointment.

RISK MANAGEMENT:

Risk Management is a risk based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entity''s objective. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION.186:

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended March 31, 2016, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended March 31, 2016 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Company''s Auditors on its compliance forms an integral part of this report.

INSURANCE:

The fixed assets of the Company have been adequately insured.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares. The status of dematerialization of shares as on March 31, 2016 is mentioned in the Corporate Governance section which forms part of this Report.

LISTING OF SHARES:

The shares of your Company are listed at National Stock Exchange of India Limited and BSE Limited. The applicable Annual Listing fees have been paid to both the Stock Exchange for the financial year 2015-16.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. The Policy is also available on the web-site at the web-link http://vpl.visagar.com/attachments/WhistleblowerVigilPolicy.pdf. The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism. During the year 2015-16, no complaints were received.

SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval given on April 10, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The Company is in compliance with the same.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given, as none of the employees qualifies for such disclosure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING_& OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the ‘Annexure D'' and forms part of this Report.

SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors

For Visagar Polytex Limited

Sd/-

Tilokchand Kothari

Place: Mumbai Chairman & Managing Director

Date: May 30, 2016 DIN: 00413627


Mar 31, 2015

Dear Members,

The Directors are pleased to present their 32nd Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the nine months year ended March 31, 2015 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Nine Months Period Ended Year Ended Particulars 31-03-2015 30-06-2014

Total Revenue 6097.32 7062.93

Less: Total Expenses (5866.35) (6946.74)

Profit before Tax 230.97 116.20

Less : Provision For Tax (60.00) (15.00)

Less : Deffered Tax - -

Less : Short/ Excess earlier year - -

Profit/ (Loss) after Tax 170.97 101.20

Balance brought forward from previous year 614.94 533.38

Balance available for appropriation 785.91 634.58

Less: Proposed Dividend (55.40) (16.79)

Less: Dividend Distribution Tax (11.08) (2.85)

Less: Transfer to General Reserve - -

Balance to be carried forward 719.43 614.94

OPERATIONS AND FUTURE PLANS:

During the nine months period ended the Company recorded profit after tax of Rs. 170.97/- Lacs in comparison to the profit after tax of Rs. 101.02/- Lacs recorded in entire previous year 2013-14. The abovementioned profit for 2014-15 pertains to nine (9) months whereas the profit in comparison of previous year pertains to a period of twelve (12) years. Therefore, your Directors are proud to inform that the profit after tax for nine months ended 31st March 2015 had increased by Rs. 69.77 Lacs from previous year. The increase in the profits has encouraged the growth of the Company and is attributed towards favourable market conditions and expansion of Company's product line.

Your Directors are optimistic that with new installed machineries and better designing and execution of job work, the Company will record good profit in coming years also.

DIVIDEND:

The Directors recommend a dividend of 3% (Rs. 0.03 per equity share of Re. 1/- each) for the nine months period ended March 31, 2015. Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

CHANGE IN FINANCIAL YEAR:

The Board of Directors of the Company in their Meeting held on 06th April 2015 approved change in the financial year of the Company from June- July to April - March effective from 1st April, 2014. In view of the same, the current financial year is for a period of 9 months, i.e., 1st July 2014 to 31st March, 2015

DIRECTORS:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Kanwarlal Rathi [DIN: 06441986] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

During the period under review, no new Director and Key Managerial Personnel have been appointed on or resigned from the Board. But as a good governance practice and in order to keep our shareholders informed, we would like to state that the following Key Managerial Personnel have been resigned and appointed in the Company before the Board's report was finalised:

* Mr. Sagar Kothari has been appointed as Chief Financial Officer with effect from 6th April, 2015.

* Mr. Alok Jain, Company Secretary resigned with effect from 20th May, 2015.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Textile manufacturing and trading division.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".

MEETINGS OF THE BOARD:

During the nine months period ended 31st March 2015, five Board Meetings were held by the Company on 25th July 2014, 30th August 2014, 11th November 2014, 26th November 2014 and 14th February 2015.

The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE & NSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report as hosted on the www.visagarpolytex.in. website of the Company.

AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Shivesh Singh, Ms. Pooja Bhardwaj and Mr. Tilokchand Kothari. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Shivesh Singh who is an Independent Director. The detail of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

AUDITORS & THEIR REPORT:

* STATUTORY AUDITORS

M/s. Sudhir M. Desai & Co., the Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013.

The Statutory Auditors M/s. Sudhir M. Desai & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the nine months period ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Sudhir M. Desai & Co. as the Auditors of the Company.

* SECRETARIAL AUDIT REPORT:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates. The Secretarial Auditor's Report is attached as annexure and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report. The Secretarial Audit Report forms part of this Notice as "Annexure B".

* INTERNAL AUDITOR:

The Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act. The internal audit report is reviewed by the audit committee.

RISK MANAGEMENT:

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Policy has been hosted on Company's website www.visagarpolytex.in.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

RELATED PARTY TRANSACTIONS:

There were no related party transactions in the Company. Hence, Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link

http://vpl.visagar.com/attachments/policyrtp.pdf. The Disclosures on related party transactions are set out in Notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the nine months period ended 31st March 2015, there were no material changes and commitment affecting the financial position of the Company have occurred between the period ended 31st March 2015 to which financial results relate and the date of the Report.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

SHARE CAPITAL:

The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 16,786,400/- divided into 16,786,400 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and the National Stock Exchange Limited. The Annual Listing Fees to both the Stock Exchanges has been duly paid by the Company.

INSURANCE:

The fixed assets of the Company have been adequately insured.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism policy in place to enable the Directors and employees to report their genuine concerns or grievances by having a direct access to the Chairman of the Audit Committee and the Chief Financial Officer of the Company. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the "Annexure C" and forms part of this Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report as "Annexure - D".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as "Annexure - E".

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard.

SEXUAL HARASSMENT POLICY:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received : Nil

Number of Complaints disposed off : Nil

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co- operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Visagar Polytex Limited Sd/- Tilokchand Kothari Chairman & Managing Director Place: Mumbai (DIN: 00413627) Date: 30.05.2015


Jun 30, 2014

The Members,

VISAGAR POLYTEX LIMITED

The Directors are pleased to present their 31st Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended June 30, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 30-06-2014 30-06-2013

Total Revenue 7062.93 6278.98

Less: Total Expenses 6946.74 6164.78

Profit before Tax 116.20 120.13

Less : Provision For Tax 15.00 20.00

Less : Deffered Tax - -

Less : Short/ Excess earlier year - -

Profit/ (Loss) after Tax 101.20 100.13

OPERATIONS AND FUTURE PLANS:

During the year under review saw the Company earning a profit of Rs. 101.20/- Lacs in comparison to the profit of Rs. 100.13/- Lacs incurred in previous year 2012-13. Though the rise in profit has been marginal but your Directors are confident to make significant profit in the year to come. The Company has been re- shuffling its units located in Surat & Kolkata and are in the process of expansion of the same.

The Company had installed various new machineries at the Factory situated at Gothan, Surat where the Company is carrying out designing, printing, dyeing of sarees as well as lehengas. Our dedicated designing team is creating new designs which are very well accepted by the masses. In the current financial year, Company is planning to launch a new line of designer suits which will further help Company in making decent profits.

DIVIDEND:

Your Directors have recommended a dividend of 10% on the nominal value of the paid-up Equity Share Capital of Company consisting of 16,786,400 Equity Shares of Re. 1/- each constituting Re. 0.10 per share for the year ended 30th June 2014. The aforesaid dividend, if approved by members, will be distributed out of the Net Profit and accumulated reserves of Company to the extent required. The dividend payout as proposed is in accordance with the Company's policy of paying sustainable dividend linked to long term performance.

DIRECTORS:

Mr. Kanwarlal Rathi is liable to retire by rotation, being eligible, offers himself for re-appointment and the Company has received nomination of Mr. Rathi for appointment as Directors in terms of Section149 of the Companies Act, 2013.

In terms of Sections 149, 150, 152, other applicable and related provisions of the Companies Act, 2013 read with Rules made thereunder, retirement by rotation shall not apply to Independent Directors. In order to comply with the statutory requirements, your Independent Directors, Mr. Kamal Ahuja, Mr. Shivesh Singh and Ms. Pooja Bhardwaj are being recommended for appointment for a term upto five consecutive years i.e. upto June 30, 2019, on a non-rotational basis.

Details of the proposals of appointment or re-appointment as applicable are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice to the 31st Annual General Meeting. Necessary resolutions are being placed before the shareholders for approval.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and the National Stock Exchange Limited. The Annual Listing Fees to both the Stock Exchanges has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M. Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s. Sudhir M. Desai & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Sudhir M. Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

i) Conservation of Energy

The disclosure with respect to conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However, the Company makes its best efforts for conservation of energy.

ii) Technology Absorption

The Company is not involved in any activity related to technology absorption, during the period under the review.

iii) Foreign Exchange Earnings & Outgo

There were no foreign exchange earnings as well as outgo of the Company during the year under report. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of June 30, 2013 and the profit of the Company for the year ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Visagar Polytex Limited

Sd/-

Tilokchand Kothari Chairman & Managing Director

Place: Mumbai (DIN: 00413627)

Date : 30.08.2014


Jun 30, 2013

TO, THE MEMBERS OF VISAGAR POLYTEX LIMITED

The Directors have pleasure in presenting the 30th Annual Report and the Audited Accounts for the year ended on 30th June, 2013.

BUSINESS PERFORMANCE:

Year Ended Year Ended

BUSINESS PERFORMANCE 30-06-2013 30-06-2012 (Rs.) (Rs-)

Gross Income 627,898,297 594,426,862

Total Expenditure 616,478,469 582,414,029

Profit for the Year 11,419,818 12,012,833

Less: Short/ Excess provision for Tax

Provision for Tax 2,000,000 2,400,000

Deferred Tax - (358,800)

Profit after Tax 9,419,818 9,971,633

Profit / (Loss) bought tom Previous Year 45,882,132 37,874,424

Profit available for appropriation 55,301,950 47,846,057

Appropriation :

Proposed Dividend 1,678,640 1,678,640

Tax on Dividend 285,285 285,285

Balance carried to Balance Sheet 53,338,025 45,882,132

PERFORMANCE

During the year under review your Company has achieved a turnover of Rs. 6278.98 Lacs as compared to turnover of previous year, i.e., Rs. 5944.27 Lacs. Likewise, the Profit after tax has come to Rs. 94.20 Lacs, after provision for Depreciation and Tax which reflects decrease of 5.86% over the previous year profit of Rs. 99.72 Lacs. The Management is wry optimistic on the future prospects of your Company''s businesses. We continue to deliver growth and generate significant value for our shareholders. Moreover we have pursued growth across all our businesses and into new areas; always on the basis that value must be delivered

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.10 per share (10%) for the year ended 30th toe, 2013, which shall be distributed, if approved at the ensuing Annual General Meeting. The dividend outgo for toe year would amount to Rs. 16.79 Lacs. The dividend payout as proposed is in accordance with the Company''s policy of paying sustainable dividend linked to long-term performance.

DIRECTORS

Mr. Kamal Ahuja, Director of the Company retires by rotation and being eligible offers himself for re-appointment.

A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting and of the Additional Director whose candidature has been proposed by the member, nature of expertise in specific functional areas and name of Companies in which he hold directorship and/or membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, is given in the section on Corporate Governance elsewhere in the Annual Report.

FIXED DEPOSITS

The Company did not invite/accept/renew any feed deposits during the year under review.

DEMATERIALISATION OF SHARES

Your Company has connectivity with the NSDL & CDSL for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has teen allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification to. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure.

AUDITORS REPORT

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter tom Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (IB) of the Companies Act, 1956. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the Annual Account for the financial year ended 30th June, 2013 the applicable accounting standard have been followed along with proper explanations relating to material departures.

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

c. the 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 the Company and for preventing and detecting fraud and other irregularities.

d. the Directors have prepared the Annual Accounts on a going concern basis.

LISTING ON NSE

During the year under review, the securities of the Company have also teen toed on National Stock Exchange (NSE). Your Company has received trading permission tom NSE w.e.f. 21st May 2013.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The Company''s shares are toed with The Bombay Stock Exchange Limited (BSE) and National Stock Exchange (NSE). Your Company has paid the respective Annual Listing foes up to date and there are no arrears.

ACKNOWLEDGEMENT

The Directors wish to place on records their appreciation of toe contributions made by toe employees at toe all levels, whose continued commitment and dedication helped toe Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co-operation & never failing support.

For and on behalf of Board of Directors

Sd/-

Tilokchand Kothari

Managing Director

Place : Mumbai

Date : 28.08.2013


Jun 30, 2010

The Directors have pleasure in presenting the 27th Annual Report and the Audited Accounts for the year ended on 30th June, 2010

BUSINESS PERFORMANCE;

Current Year Ended Current Year Ended 30-06-2010 30-06-2009 (Rs.) (Rs.)

Gross Income 415,973,349 294,453,817 Total Expenditure 407,985,546 287,352,783 Profit for the Year 7,987,803 7,101,034 Less: Short/ Excess provision for Tax - - Provision for Tax 1,725,000 1,700,000 Deferred Tax (82,489) 52,159 Fringe Benefit Tax 63,780 Profit after Tax 6,345,292 5,285,095 Profit / (Loss) bought from Previous Year 24,834,698 20,420,046 Profit available for appropriation 31,179,990 25,705,141

Appropriation: Proposed Dividend 800,000 744,000 Tax on Dividend 135,960 126,443 Balance carried to Balance Sheet 30,244,030 24,834,698

PERFORMANCE:

The Management is very optimistic to have better results in the coming year. The Company has opened its branches at various places and is also keen in opening more branches.

DIVIDEND;

The Board of Directors has given 10% Interim Dividend for the Financial Year 2009-10.

DIRECTORS;

Mr. Kailash Chhaperwal, Director of the Company retires by rotation and being eligible offers himself for re- appointment

FIXED DEPOSITS;

The Company did not invite/accept/renew any fixed deposits during the year under review.

DEMATERIALISATION OF SHARES

Your Company has connectivity with the NSDL & CDSL for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES:

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE;

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure.

AUDITORS REPORT:

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS;

M/s Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being ehgfrle offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement; it is hereby confirmed that

1) In the preparation of the Annual Account for the financial year ended 30th June, 2010 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that data

3) The 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 the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The companys shares are listed with The Bombay Stock Exchange Limited. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

ACKNOWLEDGEMENT

The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc for their continued support Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co-operation & never failing support.

For and on behalf of Board of Directors

Sd/- Tilokchand Kothari Director Place: Mumbai Date : 31.10.2010

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