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Directors Report of Vishal Fabrics Ltd.

Mar 31, 2023

Your Directors are pleased to present the 38^th Annual Report along with Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31^st March, 2023 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 ("Actâ).

The summarized comparison of Audited Financial Results of the Company for the Financial Year 2022-2023 and the Financial Year 2021-2022 is given below:

(Rs. in Crore)
Particulars	As at March 31, 2023	As at March 31, 2022
Net Revenue from Operations	1547.86	1546.76
Other Income	4.03	3.08
Total Revenue	1551.89	1549.84
Less: Expenses excluding Depreciation	1449.55	1423.20
Profit before Depreciation & Tax	102.35	126.64
Less: Depreciation	33.41	33.44
Profit Before Tax	68.94	93.20
Less: Provision for Taxation (Including Deferred Tax)	16.12	24.16
Profit After Tax	52.82	69.04
Earnings Per Share (in Rs.)	2.67	3.49

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE YEAR

During the year under review,

The Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of the Annual Report) based on the reports of the each of the units of Company.

3. MATERIAL CHANGES OR COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the financial year and the date of this Report except as mentioned below:

1) The Company has recently entered into a Joint Venture operation with M/s. "Texworld Fashions Private Limitedâ to achieve operational efficiency and to grab a better business opportunity.

2) The Income Tax Department conducted the Search Activity under section 132 of the Income Tax Act on the Company in July 2022. The Company had extended full co-operation to the income tax officials during the search and provided all the information sought by them. The Company has not received any further communication or demand from the department. The company does not foresee any material impact on the current or future business operations.

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the Financial Year and the date of this Report.

4. DIVIDEND

The Board of Director has not recommended any dividend during the year.

In pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy which was approved and adopted in the Board Meeting and the same is available on company''s web link as: www. vishalfabricsltd.com

5. TRANSFER TO RESERVES

During the financial year under review, the company has transferred the entire amount of Profit to Reserve and surplus account as per detail provided in the note of the financial statement.

6. SHARE CAPITAL

The paid-up equity shares capital of the Company as on 31^st March, 2023 was Rs. 988,050,015/- comprising of 197,610,003 Equity Shares of face value of Rs. 5/- each. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on 31^st March, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

7. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has no subsidiaries, joint ventures or associate companies therefore not require to provide detail of performance of subsidiary Company.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of your Company''s business during the year under review.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

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

10. EXTRACT OF ANNUAL RETURN

{In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 ("the Actâ) read with relevant Rules thereunder}

The Annual Return of the Company for the Financial Year 2022-2023 in the prescribed format in Form MGT-7 is available on the website of the Company at: www. vishalfabricsltd.com

11. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there are no material related party transactions thus a disclosure in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required. The details of the transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees. The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: www.vishalfabricsltd.com

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board is in accordance with the statutory provision. The Board consists of 6 (Six) members, of which 3 (Three) are Independent Directors. The Board also comprises of one women Independent Director.

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as prescribed in the Companies Act, 2013 and SEBI Listing Regulations, 2015.

None of the Directors of the Company is disqualified for being appointed as Director, as specified under section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Following changes occurred in the Board of Directors and KMPs:

â¢ Mr. Brijmohan Chiripal (DIN: 00290426) ceased as the Chief Executive Officer of the Company w.e.f. May 19,

2022. Further Mr. Brijmohan D. Chiripal reappointed as Managing Director of the Company for a period of five years w.e.f June 1,2022.

â¢ Mr. Vinay Thadani ceased as the Chief Financial Officer of the Company w.e.f. May 19, 2022 and appointed as Chief Executive Officer of the Company w.e.f. May 19, 2022.

â¢ Mr. Dharmesh Dattani appointed as Chief Financial Officer w.e.f August 8, 2022.

â¢ Mr. Parmod Kumar (DIN: 06387498), appointed as an Additional Director of the Company to hold office w.e.f August 08, 2022.

â¢ Mr. Amit Kadmawala (DIN:07016454), has resigned as the Whole Time Director of the Company w.e.f November 07, 2022.

â¢ Mr. Nikhil Vadera resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. November 11, 2022.

â¢ Ms. Pooja Dhruve appointed as Company Secretary & Compliance Officer of the Company w.e.f. February 10,

2023.

DIRECTORS RETIRING BY ROTATION

Mr. Parmod Kumar (DIN:06387498), Director of the Company, retires by rotation as a Director at the conclusion of this Annual General Meeting pursuant to the provisions of section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

The following are the Key Managerial Personnel of the Company as on 31^st March, 2023:

a) Mr. Brijmohan Chiripal: Managing Director

b) Mr. Ravindra Bajaj: Whole-time Director

c) Mr. Vinay Thadani: Chief Executive Officer (Appointed w.e.f May 19, 2022)

d) Mr. Dharmesh Dattani : Chief Financial Officer (Appointed w.e.f August 8, 2022)

e) Ms. Pooja Dhruve: Company Secretary (Appointed w.e.f February 10, 2023)

The composition of the Board of Directors and its Committees are provided in the Corporate Governance Report, which forms part of the Annual Report. Certificate of Non-Disqualification of Directors has been attached as Annexure I.

13. NUMBER OF BOARD AND COMMITTEE MEETINGS

in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. The details of the Board and its Committees meetings and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

14. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on February 10, 2023 inter alia, to discuss:

â¢ Review of the performance of Non-independent Directors and the Board of Directors as a whole.

â¢ Review of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive Directors.

â¢ Assess the quality, content and timeliness of flow of information between the management and

â¢ To ensure the Board effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

15. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

16. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge as details provided in the Corporate Governance Report. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31^st March, 2023 except for payment of sitting fees.

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

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

In compliance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of the SEBI (LODR) Regulation, 2015 the company has formulated Nomination and Remuneration Policy for determining qualifications, positive attributes and independence of directors and other matters related to appointment of Directors.

The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: www. vishalfabricsltd.com

18. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The code has been uploaded on the website of the Company and can be seen at the link: www.vishalfabricsltd.com

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at link: www.vishalfabricsltd.com

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in Annexure III which forms part of this Board Report.

Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance report which forms part of this Annual Report.

20. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Director. The performance evaluation of the Independent

Directors was carried out by the entire Board (excluding

the Director being evaluated). The Directors expressed their

satisfaction with the evaluation process.

21. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS

The Independent Auditor''s Report given by the M/s. Nahta Jain & Associates, Statutory Auditors of the Company for the Financial Year 2022-2023 has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Further, M/s. Nahta Jain & Associates., (FRN.:106801W), Chartered Accountants, the current Statutory Auditors of the Company is about to completed their two terms of five consecutive years as Statutory Auditors of the Company. M/s. Nahta Jain & Associates, Chartered Accountants are not statutorily eligible for re-appointment with effect from the conclusion of ensuing 38^th Annual General Meeting to be held for F.Y. 2022-2023.

Accordingly, on completion of term of appointment of Statutory Auditors at the conclusion of the 38^th AGM and pursuant to provisions of Sections 139, 141 & 142 of the Act and applicable Rules and other applicable provisions of the Act, the Board of Directors at its meeting held on August 1, 2023 has approved the appointment of M/s. A S R V & CO, (FRN.: 135182W),Chartered Accountants as Statutory Auditors for five consecutive years from conclusion of the 38^th Annual General Meeting to be held for F.Y. 2022-2023 till the conclusion of the 43^rdAnnual General Meeting of the Company, subject to the approval of shareholders of the Company at this ensuing AGM.

Further the Company has received written consent(s) and certificate(s) of eligibility from the proposed Statutory Auditors - A S R V & CO, (FRN.: 135182W), Chartered Accountant in accordance with Sections 139 and 141 of the Act and applicable Rules and other provisions of the Act and holds a valid certificate issued by the Peer Review Board of the ICAI. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Act and Rules made thereunder.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jatin Kapadia, Practicing Company Secretary (Membership No. 26725) to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31^st March 2023, pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder is annexed herewith as Annexure - II. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.vishalfabricsltd. com.

Further, considering the scope of work of the Company the Board of Directors of the Company have appointed M/s. Chirag Shah & Associates Practicing Company Secretary, Ahmedabad for conducting audit of the secretarial records for the Financial Year 2023

2024. The required consent to act as the Secretarial Auditors of the Company has been received by the Company from M/s. Chirag Shah & Associates, Practicing Company Secretary, Ahmedabad on terms & conditions as mutually agreed upon between the Secretarial Auditors and the Board / management of the Company.

C. COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s. A.G. Tulsian and Co., Cost Accountants (FRN: 100629) as the Cost Auditor of the Company for the Financial Year 2022-23.

The Board has re-appointed M/s. A.G. Tulsian and Co., Cost Accountants (FRN: 100629) as Cost Auditor to conduct the audit of cost records of your Company for the Financial Year 2023-24. The payment of remuneration to Cost Auditor requires the approval/ ratification of the members of the Company and necessary resolution in this regard, has been included in the notice convening 38^th AGM of the Company.

The Company maintains necessary cost records as specified by Central Government under sub-section 1 of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

The Cost Audit Report, in Form No. CRA-4 (XBRL mode), for the year ended March 31, 2022 was filed with the Central Government within the prescribed time.

D. INTERNAL AUDITORS

In accordance with the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed two Internal Auditors for the Financial Year 2022-23:

1. M/s. Haribhakti & Co. LLP, Chartered Accountants.

2. M/s. Jhaveri Shah & Co., Chartered Accountants.

Further the Internal Auditors, M/s. Jhaveri Shah & Co., Chartered Accountants has resigned with effect from May 8, 2023. In view of the above, the board has appointed M/s. Ronak Shah & Associates., Chartered Accountants as Internal Auditor for the Financial Year 2023-2024 w.e.f May 16, 2023, on such terms & conditions as may be mutually agreed upon by the Auditors and by the Board from time to time.

22. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2022-23. The said Code of Conduct has been posted on the website of the Company at link: www.vishalfabricsltd.com

A declaration to this effect is annexed and forms part of this report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

24. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section 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.

25. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015 the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information.

The updated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") uploaded on the Company''s website at link: www.vishalfabricsltd.com

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The said policy has been disseminated within the organization and has also been uploaded on the Company''s website at link: www.vishalfabricsltd.com

27. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: www. vishalfabricsltd.com

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

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

The Company has adopted a policy against Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy has also been uploaded on the Company''s website at link: www.vishalfabricsltd.com

An appropriate complaint mechanism in the form of "Internal Complaints Committeeâ has been created in the Company for time-bound redressal of the complaint made by the victim. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints of sexual harassment in the Financial Year 2022-23.

29. PUBLIC DEPOSITS

The Company has not accepted any Deposits from the public during the Financial Year 2022-23.

30. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

The Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. The policy has also been uploaded on the Company''s website at link: www.vishalfabricsltd.com

31. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems for business processes, with regard to efficiency of operations, financial reporting, compliance with applicable laws and regulations etc. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The system is improved and modified continuously to meet with changes in business conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

32. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) that in the preparation of the accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance 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;

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

(v) the Directors have laid down internal financial controls, which are adequate and were operating effectively; and

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

33. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 202223. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

34. 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, required to be disclosed by Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as "Annexure- IVâ and forms part of this report.

35. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 and 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), as amended from time to time, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF).

During the year under review, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

36. PARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of remuneration of each Director and key managerial

personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, are set out in ''''Annexure V'''' of this report.

The information required under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. In terms of Section 134 and Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

37. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March 31, 2023 as stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable for Financial Year 202223 as your Company is not falling in the list of top 1000 Companies as per the Market Capitalization as on March 31, 2023.

38. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

40. REPORTING OF FRAUDS

There was no instance of fraud during the Financial Year 2022-23, which were required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

42. INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

43. LISTING OF SHARES

The Company''s shares are listed at BSE Limited and the listing fee for the year 2023-2024 has been duly paid.

44. CAUTIONARY STATEMENT

Statements in this Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s

principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

45. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Your Directors thank the Government of India and the State Governments for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.

Your Directors also wish to thank its customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members Vishal Fabrics Limited

The Directors are pleased to present the 33^rd Annual Report along with Audited Financial Statements for the financial year ended 31^st March, 2018.

^{1 FINANCIAL HIGHLIGHTS}_ __(Rs. in lacs)

PARTICULARS	2017-18	2016-17
Net revenue from operations	89093.65	37363.63
Less : Expenditure	85872.1 1	34851.11
Profit Before Depreciation & Tax	3334.29	2540.17
Less : Depreciation	1366.78	626.39
Profit Before Tax	1967.51	1915.08
Less : Provision for Taxation (Including Deferred Tax)	405.00	1028.00
Profit After Tax	1562.51	886.76
Earnings per share (in Rs.)	3.56	6.73

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE YEAR

During the year under review, your Company has achieved a turnover of Rs. 89093.65/- lacs as compared to a turnover of Rs. 37363.63/- lacs over the previous financial year which shows increase of 138.45% and the profit after tax increased by 76.14% to Rs. 1,562.51/- lacs in financial year 2017-18 as compared to net profit of Rs. 886.76/- lacs in previous financial year.

The Company has performed well during the financial year 2017-18 with productivity gains, volume growth and sustained margins notwithstanding rise in input costs. The Company has absorbed cost increases and yet improved margins with purchasing efficiencies, improvement in manufacturing yield/usage and overall expenditure control.

3. DIVIDEND

The Company concerned for Organic growth and Capital expenditure therefor the Board of Director has not recommended any dividend during the year.

In 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 a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s Website viz. www.vishalfabricsltd.com.

4. TRANSFERS TO RESERVES

During the financial year under review, the company has transferred the entire amount of Profit to Reserve and surplus account as per detail provided in the note of the financial statement.

5. CHANGE IN CAPITAL STRUCTURE

The paid-up equity share capital of the Company as on 31^st March, 2018 was Rs. 2195.67/- lacs (43913334 Equity Share of Rs. 5/- each) and following changed in during the Financial Year 2017-2018.

- The Company allotted 8782667 Equity Share on right basis therefor number of Equity share increased from 131 74000 to 21956667.

- The sub-division of the equity shares of the Company from the face value of Rs. 10/- (Rupees Ten) per share into the face value of Rs. 5/- (Rupees Five) per share therefor number of Equity share increased from 21956667 to 43913334.

6. PERFORMANCE OF SUBSIDIARY COMPANY

The Company has no subsidiaries therefor not require to provide detail of performance of subsidiary Company .

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

8. EXTRACTOFANNUAL RETURN

In pursuant to Section 92 of the Companies Act, 2013 the Extract of the Annual Return in Form MGT - 9 is available on company website at www.vishalfabricsltd.com.

9. RELATED PARTY TRANSACTIONS

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

10. CREDIT RATING

The Credit Rating of your Company is strengthened. It is BWR BBB (pronounced Trible B Plus) for long term facilities and BWR A2 (pronounced A Two) for short term bank loan facilities respectively. The said ratings are being provided by Brickwork Ratings India Pvt. Ltd.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

- BOARD OF DIRECTORS, COMPOSITION & CATEGORY

The Composition of the Board is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The composition of the Board of Directors as on 31^st March, 2018 as under:

Sr. No.	Name	Category	Attendance		Directorship in other Public Companies*
Sr. No.	Name	Category	Board	Last AGM	Directorship in other Public Companies*
1.	Mr. Brijmohan D** Chiripal DIN: 00290426	Managing Director (Executive)	4	Yes	2
2.	Mr. Jyotiprasad D Chiripal*** DIN: 00155695	Managing Director, Promoter (Executive)	2	N.A.	N.A.
3.	Mr. Amit Kadmawala DIN: 07016454	Whole Time Director (Executive)	6	Yes	NIL
4.	Mr. Chitranjan Singh**** DIN: 07300731	Independent Director (Non-Executive)	4	Yes	1
5.	Mrs. Dhara Shah DIN: 06983857	Independent Director (Non-Executive)	6	Yes	3
6.	Mr. ShubhankarJha DIN:07208823	Independent Director (Non-Executive)	6	Yes	NIL
7.	Mr. Ponnusamy Raja***** DIN:08013737	Whole Time Director (Executive)	2	N.A.	NIL

*The Directorship(s) held by Directors as mentioned above, does not include Alternate Directorships, Companies registered

under Section 8 of the Companies Act, 2013 and Private Limited Companies.

During the year under review, the following changes occurred in the Board of Directors and Key managerial Personnel:

**Mr. Brijmohan D. Chiripal (DIN:00290426) was appointed as Managing Director w.e.f. 01^stJune, 2017.

***Mr. Jyotiprasad D. Chiripal (DIN: 001 55695) was resigned w.e.f. 31^st May, 2017.

****Mr. Chitranjan Singh (DIN: 07300731), was appointed as Independent Director of the Company w.e.f. 30^th May, 2017. *****Mr. Ponnusamy Raja (DIN: 08013737) was appointed as Additional Director of the Company in the category of Executive Non-Independent Director w.e.f. 12^th December, 2017 and hold the office till ensuing AGM.

KEY MANAGERIAL PERSONNEL (KMP)

- Mr. Tanuj Agarwal, was appointed as Chief Executive Officer (CEO) of the Company w.e.f. 24^th March,2018

RETIRE BY ROTATION

- Mr. Brijmohan D. Chiripal (DIN: 00290426), was appointed as Director w.e.f 1^st June, 2017. Further, he was appointed as Managing Director for a period of 5 years w.e.f. 1^st June, 2017. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Brijmohan D. Chiripal, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

12. NUMBER OF BOARD MEETINGS

The Board meets once in every quarter to review the quarterly financial results and other items of the agenda and if necessary, additional meetings are held as and when required. The intervening gap between the meetings was within the period prescribed under SEBI (LODR) Regulations, 2015 & Companies Act, 2013. The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. During the year under review, 6(Six) Board Meetings were held on 07^th April, 2017, 30^th May, 201 7, 24^th August, 2017, 10^th November, 2017, 12^th February, 2018, 24^th March, 2018 respectively.

13. BOARD COMMITTEES

The Board has following Committees as per Statutory Requirements.

- Audit Committee;

- Nomination & Remuneration Committee;

- Stakeholders'' Relationship Committee; &

- Corporate Social Responsibility (CSR) Committee

A. AUDIT COMMITTEE

- Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance with Section 1 77 of the Companies Act, 2013 and with Regulation 18 of the Listing Regulations, 201 5. The Audit Committee of the Company comprises of 4 members out of which 3 members are Non-Executive-Independent Directors. Mr. Chitranjan Singh is the Chairman of the Committee. The Committee members have requisite knowledge in the fields of Finance, Accounts and Company Law. The Audit Committee met 4 times during the year. The representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Aud it Committee.

- Constitution of the Audit Committee is as under:

Sr. No.	Name of the Members	Designation
1.	Mr. Chitranjan Singh*	Chairman/Independent, Non-Executive
2.	Mr. Shubhankar Jha	Member/Independent, Non-Executive
3.	Mr. Brijmohan Chiripal **	Member/Managing Director, Executive
4.	Mrs. Dhara Shah	Member/Independent, Non-Executive
5.	Mr. Jyotiprasad Chiripal**	Member/Independent, Non-Executive

* Mr. Chitranjan Singh appointed as a Chairman of Audit Committee w.e.f. June 01, 2018.

**Mr. Brijmohan D. Chiripal appointed as a Member of the Audit Committee in placed of Mr. Jyotiprasad Chiripal w.e.f. June 01, 2018.

B. NOMINATION AND REMUNERATION COMMITTEE

- Nomination and Remuneration Committee Composition:

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee consists of 3 Directors all of whom are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 2 (Two) time.

- Constitution of the Nomination and Remuneration Committee is as under:

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

* Mr. Chitranjan Singh appointed as a Chairman of Nomination and Remuneration Committee w.e.f. June 01, 2018 The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy have been posted on the website of the Company viz. www.vishalfabricsltd.com

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 20 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of whom are NonExecutive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 4 (Four) times. The Stakeholders Relationship Committee inter-alia deals with all matters relating to Stakeholders/Investors Grievance and its redressal and others as specified in the Listing Regulations, 2015. During the year ended 31st March, 2018, no Shareholders'' Complaints were received by the Company. For effective and efficient grievance management, the Company has dedicated email id: [email protected] to resolve the grievances of the investors.

- Constitution of the Stakeholders'' Relationship Committee is as under:

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

* Mr. Chitranjan Singh appointed as a Chairman of the Stakeholders Relationship Committee w.e.f. June 01, 2018

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company believes in the well-being of the society at large. As a social corporate citizen, it has always believed in the philosophy of âThink of others also when you think about yourself". Over past many years, the Company has contributed to the society in the field of education & knowledge enhancement and social care & concern. In line with the provisions of the Companies Act, 2013 and Rules made thereunder, a Corporate Social Responsibility Committee has been formed on 28^thMay, 2015 by the Board of Directors. During F.Y. 201 7-2018, an amount of Rs. 34 lacs was spent towards the CSR activities. The detailed report on Corporate Social Responsibility is annexed as Annexure -I of this report.

- Constitution of the Corporate Social Responsibility Committee is as under:

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

*Mr. Brijmohan D. Chiripal appointed as a Chairman of the CSR Committee w.e.f. June 01, 2018. **Mr. Chitranjan Singh appointed as a Member of the CSR Committee w.e.f. June 01, 2018.

14. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 12^th February, 2018 inter alia, to discuss:

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

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

- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

15. DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made thereunder and as per the Listing Regulations, 2015.

16. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company''s business. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31^st March, 2018 except for payment of sitting fees.

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

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behaviour, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

18. FORMAL ANNUAL EVALUATION

Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

19. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s. Abhishek Kumar & Associates, Chartered Accountants (FRN: 130052W) was appointed as a Statutory Auditor in Extra-ordinary General Meeting held on May 19, 2018 for Financial Year 2017-18 and the Auditors'' Report for F.Y. 2017-18 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

Subject to approval of Members, the Board hereby recommends the appointment of M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad (ICAI Registration No. FRN.: 1 06801W), as Statutory Auditors of the Company to hold the office from the close of the ensuing Annual General Meeting till the conclusion of the 38^th Annual General Meeting subject to ratification by the members if require.

The appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for appointment.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. JatinKapadia, Practicing Company Secretary, (M.No.: 26725) to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure-II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

C. COST AUDITORS

In accordance with the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors of the Company have appointed M/s. A.G. Tulsian and Co., Cost Accountants (FRN: 100629) as the Cost Auditor of the Company for the financial year 2017-18. The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended 31^st March, 2018 and the same will be submitted to the Central Government in due course. The Board has re-appointed M/s. A.G. Tulsian and Co.,

Cost Accountants (FRN: 100629) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 201 8-1 9.The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard, has been included in the notice of convening 33^rd AGM of the Company.

D. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the act and rules made thereunder, the Board of Directors of the Company have appointed M/s. Jhaveri Shah & Co., Chartered Accountants, (FRN: 1 27390W) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2017-18.

20. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2017 - 18. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect, is annexed and forms part of this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT

Pursuant to the provisions SEBI (LODR) Regulations 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

22. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The same is available on the Company''s website www.vishalfabricsltd.com.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. the said policy has been disseminated within the organisation and has also been posted on the Company''s website www.vishalfabricsltd.com.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

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

The following is a summary of sexual harassment complaints received and disposed of during the year 2017-18:

- No. of Complaints received: NIL

- No. of Complaints disposed of: NIL

25. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attache

as a part of the Annual Report.

26. PUBLIC DEPOSITS

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

27. INTERNALCONTROLSYSTEM

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

28. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2018 and of the profit of the company for the year under review;

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

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

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

29. 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, required to be disclosed by Section 134(3)(m) of the

Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the Annexure-III to this report.

30. PARTICULARS OF EMPLOYEES

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

31. INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

32. LISTING OF SHARES

Your Company''s shares are listed at BSE Limited and the listing fee for the year 2017-18 has been duly paid.

33. APPRECIATION AND ACKNOWLEDGEMENT

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

For and on behalf of the Board

Brijmohan D. Chiripal AmitKadmawala

Date: August 14, 2018 Managing Director Whole-time Director

Place: Ahmedabad DIN:00290426 DIN: 07016454

Mar 31, 2017

DIRECTORS'' REPORT

To,

The Members

The Directors are pleased to present the 32^nd Annual Report along with Audited Financial Statements for the financial year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS__Rs, (Rs. in Lacs)

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

2. STATE OF COMPANY''S AFFAIRS AND PERFORMANCE

During the year under review, your Company has achieved a turnover of Rs. 37,363.63/- lacs as compared to a turnover of Rs. 27,357.80/- lacs over the previous financial year which shows increase of 36.57%. The profit before depreciation and tax increased by 16.67% to Rs. 2,477.70/- lacs as compared to Rs. 2,123.60/- lacs in the financial year 2015-16. The profit after tax stood at Rs. 1,053.80/- lacs against Rs. 1,426.19/-lacs in the previous year, which represents decline of 26% which is due to increase in depreciation from Rs. 343.94/- lacs in the financial year 2015-16 to Rs. 626.39/- lacs in the financial year 2016-17.

3. DIVIDEND

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

4. TRANSFERS TO RESERVES

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

5. CHANGE IN CAPITAL STRUCTURE

During the year under review, the authorized share capital of the Company was increased from Rs. 20,00,00,000/-(Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupees Ten) each to 25,00,00,000/- (Rupees Twenty Five Crore Only) by addition of 50,00,000 (Fifty Lac) equity shares of Rs. 10/-(Rupees Ten) each to meet the eventualities such as augmenting resources, issue of shares etc.

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

During the year under review, the Company came up with a Rights Issue of Rs. 8782.67/- lakhs consisting of 87,82,667 equity shares at a price Rs. 100/- (including premium of Rs. 90/- per equity share). The basis of the issue was in the ratio of 2 rights shares for every 3 fully paid up equity shares held by the equity shareholders as on the Record Date which was 03^rd March, 2017.The issue opening date was 16^th March, 2017 and closed on 30^th March, 2017. The issue was subscribed fully. The allotment of shares took place on 07^th April, 2017 and the shares got listed on BSE Ltd. on 11^th April, 2017 & trading approval from BSE Ltd. was received on 12^th April, 2017.

6. SUBSIDIARY COMPANY

The Company has no subsidiaries.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

8. EXTRACT OF ANNUAL RETURN

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

9. RELATED PARTY TRANSACTIONS

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

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

10. CREDIT RATING

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

- BOARD OF DIRECTORS, COMPOSITION & CATEGORY

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

			Attendance
Sr. No.	Name	Category	Board	Last AGM	Directorship in other Public Companies¹
1.	Mr. Jyotiprasad Chiripal DIN:00155695	Managing Director (Executive)	5	Yes	5
2.	Mr. Amit Kadmawala DIN:07016454	Whole Time Director (Executive)	5	Yes	NIL
3.	Mr. Arakhita Khandual² DIN: 00055601	Independent Director (Non-Executive)	5	Yes	NIL
4.	Mrs. Dhara Shah DIN:06983857	Independent Director (Non-Executive)	5	Yes	NIL
5.	Mr. Shubhankar Jha DIN:07208823	Independent Director (Non-Executive)	5	Yes	NIL

- Mr. Brijmohan D. Chiripal (DIN: 00290426) was appointed as Managing Director w.e.f. 01^st June, 2017 subject to the approval of shareholders at the ensuing AGM.

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

- RETIRE BY ROTATION

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

- KEY MANAGERIAL PERSONNEL (KMP)

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

- Ms. Tanushree Dave was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 23^rd August, 2016.

12. NUMBER OF BOARD MEETINGS

The Board meets once in every quarter to review the quarterly financial results and other items of the agenda and if necessary, additional meetings are held as and when required. The intervening gap between the meetings was within the period prescribed under SEBI (LODR) Regulations, 2015 & Companies Act, 2013. The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. During the year under review, 5 (five) Board Meetings were held on 23^rd May 2016, 23^rd August, 2016, 29^th September, 2016, 10^th November, 2016 and 07^th March, 2017 respectively.

13. BOARD COMMITTEES

The Board has following four Committees:

- Audit Committee;

- Nomination & Remuneration Committee;

- Stakeholders'' Relationship Committee; &

- Corporate Social Responsibility (CSR) Committee

A. AUDIT COMMITTEE

- Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and with Regulation 18 of the Listing Regulations, 2015. The Audit Committee of the Company comprises of 4 members out of which 3 members are Non-Executive-Independent Directors. Mr. Arakhita Khandual, an Independent Director, was the Chairman of the Committee. The Committee members have requisite knowledge in the fields of Finance, Accounts and Company Law. The Audit Committee met 4 times during the year. The representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

- Constitution of the Audit Committee is as under:

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

*Expired on 22ⁿ March, 2017

- The scope of activities of Audit Committee broadly include to review reports of the Internal Auditors and to discuss the same with them periodically, to meet Statutory Auditors to discuss their findings / suggestions, to review weaknesses in internal controls reported by Internal and Statutory Auditors, to review financial reporting systems and internal control systems, to review quarterly / half yearly / annual financial results and other matters.

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

The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

I. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

II. Examination of the financial statement and the auditor''s report thereon;

III. Approval or any subsequent modification of transactions of the company with related parties;

IV. Scrutiny of inter-corporate loans and investments;

V. Valuation of undertakings or assets of the company, wherever it is necessary;

VI. Evaluation of internal financial controls and risk management systems;

VII. Monitoring the end use of funds raised through public offers and related matters;

VIII. The role of Audit Committee shall inter alia include the roles as prescribed in Regulation 18 of the Listing Regulations.

B. NOMINATION AND REMUNERATION COMMITTEE

- Nomination and Remuneration Committee Composition:

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies

Act, 2013 and with Regulation 19 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of

whom are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director.

During the year under review, the Committee met 1 (One) time only.

- Constitution of the Nomination and Remuneration Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mrs. Dhara Shah	Chairman/ Independent, Non-Executive
2.	Mr. Arakhita Khandual³	Member/Independent, Non-Executive
3.	Mr. Shubhankar Jha	Member/Independent, Non-Executive

*Expired on 22ⁿ March, 2017

- Terms of Reference:

Terms of reference of the Committee, includes considering the matters relating to the Company''s policies on remuneration payable and determining the package to the Managing Director and Executive Director, commission to be paid to the Directors and other matters specified in Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, 2015.

- Remuneration Policy for Executive and Non-Executive and Independent Directors are as follows:

a. Executive Directors:

The remuneration payable to executive directors shall be paid in consultation with the Nomination & Remuneration Committee who decides the remuneration structure for Executive Directors by considering the financial position of the Company, qualification, experience of the directors, trend in the industry, past performance, past remuneration and limits prescribed for remuneration of Executive Directors i.e 10 % of net profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals there under. The Nomination & Remuneration Committee ensures that remuneration if any payable to executive directors does not exceeds the prescribed limits.

b. Non-Executive and Independent Directors:

The Non-Executive and Independent Directors of the Company may be paid remuneration periodically or may be paid commission within the overall limit of 1% of the Net Profit of the Company calculated in the manner prescribed under the Companies Act and subject to necessary approvals there under. In addition to commission if any, Non-Executive Directors are paid sitting fees and actual reimbursement of expenses incurred for attending each meeting of the Board and Committees. The Nomination & Remuneration Committee ensures that if any such commission payable should not exceed the prescribed limits under the Companies Act.

c. Remuneration to Directors

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

- Details of Remuneration paid to the Directors during the Financial Year 2016-17 is as follows: _(Rs in lacs)

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

*Mr. Jyotiprasad Chiripal, Managing Director (up to 31^st May, 2017) did not held any shares of the Company as on 31^st March, 2017.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with the Section 178 of the Companies Act, 2013 and with Regulation 20 of the Listing Regulations, 2015. The Committee consists of 3 Directors all of whom are Non-Executive Independent Directors. The Chairman of the Committee is an Independent Director. During the year under review, the Committee met 4 (Four) times. The Stakeholders Relationship Committee inter-alia deals with all matters relating to Stakeholders/Investors Grievance and its redressal and others as specified in the Listing Regulations, 2015. During the year ended 31^st March, 2017, no Shareholders'' Complaints were received by the Company. For effective and efficient grievance management, the Company has dedicated email id: [email protected] to resolve the grievances of the investors.

-Constitution of the Stakeholders'' Relationship Committee is as under:

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

*Expired on 22^nd March, 2017

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company believes in the well-being of the society at large. As a social corporate citizen, it has always believed in the philosophy of "Think of others also when you think about yourself". Over past many years, the Company has contributed to the society in the field of education & knowledge enhancement and social care & concern. In line with the provisions of the Companies Act, 2013 and Rules made there under, a Corporate Social Responsibility Committee has been formed on 28^th May, 2015 by the Board of Directors. During F.Y. 2016-17, an amount of Rs. 112.5 lacs was spent towards the CSR activities.

14. RECONSTITUTION OF THE COMMITTEES

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

- AUDIT COMMITTEE_

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

- NOMINATION AND REMUNERATION COMMITTEE_

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

- STAKEHOLDERS'' RELATIONSHIP COMMITTEE

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

- CORPORATE SOCIAL RESPONSIBILITY COMMITTEE_

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

15. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 07^th March, 2017, inter alia, to discuss:

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

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

- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

16. DECLARATION FROM INDEPENDENT DIRECTORS

17. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

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

19. FORMAL ANNUAL EVALUATION

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

20. AUDITORS AND AUDITORS'' REPORT

A. STATUTORY AUDITORS

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

The Statutory Auditors have completed the maximum tenure to serve as the Statutory Auditors according to provisions of the Companies Act, 2013. Hence, the Statutory Auditors need to be rotated at the 32^nd Annual General Meeting of the Company. Accordingly, the Board hereby recommends the appointment of M/s. Nahta Jain and Associates, Chartered Accountants (FRN: 106801W), as Statutory Auditors of the Company to hold the office from the close of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting subject to their appointment being ratified by the shareholders in every Annual General Meeting.

The appointment, if made, would be within the prescribed limits under the Act and they are not disqualified for appointment.

The Auditors'' Report for F.Y. 2016-17 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

B. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jatin Kapadia, Practicing Company Secretary, (M.No.: 26725) to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as Annexure-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

C. COST AUDITORS

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

The Board has re-appointed M/s. A.G. Tulsian and Co., Cost Accountants (FRN: 100629) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2017-18. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard, has been included in the notice convening 32^nd AGM of the Company.

D. INTERNAL AUDITOR

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

21. CODE OF CONDUCT

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

22. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

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

23. PREVENTION OF INSIDER TRADING

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

25. RISK MANAGEMENT POLICY

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

- No. of Complaints received: NIL

- No. of Complaints disposed off: NIL

27. PUBLIC DEPOSITS

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

28. INTERNAL CONTROL SYSTEM

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

29. DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the company for the year under review;

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

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

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

30. 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, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the Annexure-IV to this report.

31. PARTICULARS OF EMPLOYEES

32. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

33. INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

34. LISTING OF SHARES

Your Company''s shares are listed at BSE Limited and the listing fee for the year 2017-18 has been duly paid.

35. APPRECIATION AND ACKNOWLEDGEMENT

For and on behalf of the Board

Brijmohan D. Chiripal Amit Kadmawala

Date: August 24, 2017 Managing Director Whole-time Director

Place: Ahmedabad DIN: 00290426 DIN: 07016454

Mar 31, 2015

To,

The Members,

The Directors have pleasure in presenting the 30th Annual Report along with Audited Financial Statements for the year ended March 31, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS 2014-15 2013-14

Net revenue from operations 22362.65 20402.93

Profit Before Depreciation & Tax 1297.88 1023.42

Less : Depreciation 305.85 695.59

Profit Before Tax 992.03 327.83

Less : Provision for Taxation (Including Deferred Tax) 58.43 38.36

Profit After Tax 933.60 289.47

Earnings per share (in Rs) 7.85 12.91

OPERATIONS

During the year under review your Company has achieved a turnover of Rs. 22362.65 Lac as compared to a turnover of Rs. 20402.93 Lac over the previous Financial Year which shows increase of 9.61%. The Profit Before Depreciation and Tax increased by 26.82% to Rs. 1297.88 Lac as compared to Rs. 1023.42 Lac in the Financial Year 2013-14. The Profit After Tax stood at Rs. 933.60 Lac against Rs. 289.47 Lac in the previous year, recording a growth of 222.52%.

SHARE CAPITAL

The Paid Up Equity Share Capital of the Company as on 31st March, 2014 was Rs. 970 Lac. During the year under review the Company has issued 34,74,000 Equity Shares through Initial Public Offering (IPO). Subsequently the Equity Shares of the Company were listed on the SME Platform of BSE Limited. As on 31st March, 2015, the Paid Up Equity Share Capital is Rs. 1317.40 Lac

DIVIDEND

The Board of Directors has not recommended any dividend during the year under review.

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

BOARD OF DIRECTORS

Mr. Gautam Gandhi (DIN: 00049735) and Ms. Nitika Chiripal (DIN: 00154827) resigned from the Board w.e.f. April 29, 2015 and August 17, 2015 respectively due to their personal reasons. The Board places on record its appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

Mr. Amit Kadmawala (DIN: 07016454) was appointed as an Additional Director by the Board of Directors w.e.f. November 13, 2014 and who shall hold office upto the date of ensuing Annual General Meeting. The company has received a notice from a member signifying his intention to propose his candidature for the office of a Director and accordingly it is proposed to appoint him as Director of the Company. Further pursuant to the provisions of the Companies Act, 2013, the Company approves of the appointment and terms of remuneration of Mr. Amit Kadmawala as a Whole Â Time Director designated as an Executive Director of the Company.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and Companies Articles of Association, Mr. Jyotiprasad Chiripal (DIN: 00155695) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Necessary resolution for his re- appointment is placed before the shareholders for approval. The Board recommends his re-appointment.

Brief resume of the Directors being appointed / reappointed as required by the Listing Agreement is provided in the Notice convening the Annual General Meeting of the Company.

Declaration from Independent Directors

Your Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made thereunder.

Company's Policy on appointment and remuneration of Directors Appointment of Independent Directors

With the coming into force of the Companies Act, 2013, Mr. Arakhita Khandual was appointed as Independent Director at the Annual General Meeting held on September 30, 2014.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, Ms. Dhara Shah (DIN: 06983857) and Mr. Shubhankar Jha (DIN: 07208823) were appointed as an Additional Director designated as an Independent Director w.e.f. March 05, 2015 and May 28, 2015 respectively. They shall hold office up to the date of the ensuing Annual General Meeting. However as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by shareholders and they shall not be liable to retire by rotation. The Company has received requisite notice in writing from member proposing Ms. Dhara Shah and Mr. Shubhankar Jha for appointment as Independent Directors. The Company has also received declaration from such Independent Directors that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013. Accordingly it is proposed to appoint them for a term of five consecutive years effective from the conclusion of this Annual General Meeting.

Criteria for appointment of Independent Directors

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company's business.

Criteria for appointment of Managing Directors / Whole - Time Directors

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

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

Performance Evaluation

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

Key Managerial Personnel

During the year under review, Mr. Jyotiprasad Chiripal Â Managing Director, Mr. Mahesh Kawat Â Chief Financial Officer and Ms. Poonam Pabla Â Company Secretary were designated as Key Managerial Personnel pursuant to the requirements of the applicable provisions of the Companies Act, 2013 read with rules made thereunder.

SUBSIDIARY COMPANY

The Company has no subsidiaries.

EXTRACT OF ANNUAL RETURN

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

INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

RELATED PARTY TRANSACTIONS

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. Transactions between related parties were performed on arm's length price. The details of transactions with the Company and related parties are given as information under notes to Accounts and Form AOC Â 2 as Annexure II.

RISKS MANAGEMENT POLICY

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Company's website.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2015 and of the profit of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance 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;

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

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

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

AUDITORS

A. STATUTORY AUDITORS

M/s Anil S. Shah & Co, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement 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.

B. COST AUDITORS

As per the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder and the Cost Audit Orders issued from time to time, Cost Audit was not applicable to the Company for the financial year 2014- 15. The Board of Directors have appointed M/s. A.G. Tulsian and Co., Cost Accountants, as Cost Auditors to audit cost records of the Company for the financial year 2015-16. A resolution seeking members' approval for the remuneration payable to them forms part of the Notice convening the AGM. Cost Audit Report for the Financial Year 2013-14 was filed with the Central Government pursuant to Section 233B of the Companies Act, 1956.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Prerna Poddar and Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure - III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Clause 52 of the Listing Agreement, the Management Discussion and Analysis Report forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of the Company held during the year under review are set out in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance as stipulated under clause 52 of the Listing Agreement with the Stock Exchange forms part of the Annual Report. Certificate from the Practising Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under the aforesaid clause 52 forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company for the Financial Year 2014-15. However as the Net Profit of the Company for the financial year 2014-15 have exceeded the limits mentioned in Section 135, the Company has constituted a Corporate Social Responsibility Committee in their Board Meeting held on May 28, 2015.

INTERNAL CONTROL SYSTEM

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

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, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in the Annexure - IV to this report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure V to this Report.

APPRECIATION AND ACKNOWLEDGEMENT

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

For and on behalf of the Board

Date: August 17, 2015 Jyotiprasad Chiripal

Place: Ahmedabad Managing Director

Mar 31, 2014

The Members,

Vishal Fabrics Limited,

Ahmedabad

The Directors take pleasure in presenting 29th Annual Report along with Audited Financial Statements of your Company for the period from April 01, 2013 to March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs. in crore)

FINANCIAL RESULTS 2013-14 2012-13

Turnover 204.03 183.25

Other income 0.08 0.10

Less : Expenditures 200.84 180.71

Exceptional items 0.01 0.04

Profit Before Tax 3.28 2.67

Less : Provision for Taxation (Including Deferred Tax) 0.38 0.61

Profit After Tax 2.89 2.07

Add : Profit Brought Forward 32.49 30.42

Less : Issue of Bonus Shares 2.69 -

Profit Carried Forward 32.70 32.49

PERFORMANCE

During the year under review your Company has achieved a turnover of Rs. 204.03 crore as compared to a turnover of Rs. 183.25 crore over the previous financial year which shows increase of 11.34%. The Profit Before Tax was 3.28 crore as against previous year Profit Before Tax of Rs. 2.67 crore. The Net Profit during the year was Rs. 2.89 crore as compared to previous year figure of Rs. 2.07 crore registering the rise of 39.61%. Your Directors expect to improve the performance during the current year looking at the overall planning and market conditions to achieve the valuable growth in the current year.

DIVIDEND

The Board of Directors has not recommended any dividend during the year under review.

PUBLIC DEPOSITS

Your company has not accepted any Deposits from the public as defined under section 58A of the Companies Act, 1956 and rules made there under.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Jyotiprasad Chiripal, (DIN: 00155695) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Ms. Nitika Chiripal (DIN: 00154827) was appointed as an Additional Director by the Board of Directors w.e.f. April 4, 2014 and who shall hold office upto the date of ensuing Annual General Meeting. The company has received a notice from a member signifying his intention to propose her candidature for the office of a Director and accordingly it is proposed to appoint her as Director of the Company.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Gautam Gandhi (DIN: 00049735) and Mr. Arakhita Khandual (DIN: 00055601) was appointed as an Additional Director designated as an Independent Director w.e.f. April 4, 2014. They shall hold office up to the date of the ensuing Annual General Meeting. However as per provisions of the Companies Act, 2013, the Independent Directors are required to be appointed by shareholders and they shall not be liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Mr. Gautam Gandhi and Mr. Arakhita Khandual for appointment as an Independent Director. The Company has also received declaration from such Independent Directors that they meet the criteria of Independence as prescribed under section 149(6) of the Companies Act, 2013. Accordingly it is proposed to appoint them for a term of five consecutive years commencing from September 30, 2014 to September 29, 2019.

CONVERSION TO A PUBLIC LIMITED COMPANY

Your Company was converted from a Private Limited Company to a Public Limited Company during the year under review. The Company had received a fresh certificate of Incorporation on March 31, 2014 consequent upon change of name on conversion to a Public Limited Company from Registrar of Companies, Gujarat.

INITIAL PUBLIC OFFERING

During the year under review, your Company came up with a Public Issue of 34,74,000 equity shares of Rs.10/- each at a premium of Rs. 35/- per share aggregating to the total issue size of Rs. 15.63 crore. Subsequently the shares of the company have been listed on SME Platform of BSE Limited on August 20, 2014.

SUBSIDIARY COMPANY

Before the Public Issue of the Company, your Company was a subsidiary of Chiripal Industries Limited. But after the public issue, the percentage of shareholding of Chiripal Industries Limited in your Company has reduced to such extent that your Company is no longer the subsidiary Company of Chiripal Industries Limited.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from Practising Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under clause 52 of the Listing Agreement are being published as a part of the Annual Report of the Company.

INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors have 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 as at 31st March,2014 and of the profit or loss of the company for the year under review,

(iii) that 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,

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Anil S. Shah & Co, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. You are requested to appoint the auditors and fix their remuneration.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of section 217(2A) of the Act, read with (Particulars of Employees) Rules, 1975 and amendment made thereto from time to time the names and other particulars of employees are require to be annexed to the Director''s Report. However during the year under review there were no employees drawing the salary more than the limit prescribed under the said rules. Your Directors therefore do not attach the annexure as prescribed under the provision of section 217(2A) of the Companies Act, 1956.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Particulars as required under 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 given in the Annexure to this report.

ACKNOWLEDGEMENT

Your Directors place on records their appreciations for the contributions made by the employees at all levels for their dedicated services

enabling the Company to achieve a satisfactory performance during the year under review. Your Directors also take this opportunity to place on record the valuable co-operation and continued support extended by the Company''s Bankers, and other business associates.

For and on behalf of the Board

Date : September 3,2014 Jyotiprasad Chiripal Place : Ahmedabad Manging Director

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