Your Directors are pleased to present the 55th Annual Report together with Audited Financial Statements and Auditor’s
Report forthefinancial March 31, 2022. year ended
|Year Ended 31.03.2022||Year Ended 31.03.2021||Year Ended 31.03.2022||Year Ended 31.03.2021|
|Revenue from Operations||1,257.19||613.22||1,289.51||618.56|
|Profit before depreciation, Interest and Tax||164.45||(17.52)||180.76||(16.92)|
|Depreciation and Amortisation expenses||58.12||67.03||69.96||77.94|
|Profit before tax and Exceptional/||83.85||(112.89)||86.16||(124.61)|
|Profit Before Tax / Loss||83.85||(112.89)||86.16||(124.61)|
|Profit / Loss for the year||63.73||(84.53)||66.93||(97.49)|
oVeRALL peRFoRmANce AND oUtLooK
During the financial year ended March 31, 2022, revenue from Operations was 1,257.19 crores as against 613.22 crores during previous year, registering a growth of
105.01%. Profit before exceptional items and tax was at
83.85 crores as against loss of 112.89 crores in the previous year. Profit after Tax for the year under review was at 63.73 crores against loss of 84.53 crores in the previous year.
During the financial year ended March 31, 2022, revenue from Operations was 1,289.51 crores as against 618.56 crores during previous year, registering a growth of
108.47%. Profit before exceptional items and tax was at
86.16 crores as against loss of 124.61 crores in the previous year. Profit after Tax for the year under review was at 66.93 crores against loss 97.49 crores in the previous year.
A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.
EXPORTS AND INTERNATIONAL OPERATIONS
During the year, International business grown substantially as compared to the previous financial year. The Company has started focusing on international business and is expecting to show results in international business in next few years and the Company has developed good business relationship with various customers in gulf and other countries.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.vipindustries.co.in/financial-information.php
compLiANce WitH SecRetARiAL StANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively have been duly followed by the Company.
NUmBeR oF meetiNgS oF tHe BoARD
During the financial year ended March 31, 2022, 6 (six)
Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.
DiRectoRS’ ReSpoNSiBiLity StAtemeNt
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2022 and of the profit and loss of your
(c) proper and sufficient maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) annual accounts for the financial year ended March 31, 2022, have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DecLARAtioN oF iNDepeNDeNt DiRectoRS
Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
NomiNAtioN AND RemUNeRAtioN poLicy
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company’s website at the link – https://www.vipindustries. co.in/policies.php
In the Annual General Meeting (AGM) held on August 13, 2021, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N/ N500016) have been re-appointed for second term as
Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 54th AGM till the conclusion of 59th AGM of the Company to be held in the financial year 2025-26.
The Notes on financial statements referred to in the
Auditors’ Report are self explanatory and do not call forforthatperiod; any further comments. The Auditors’ Report does not care has been taken for the contain any qualification, reservation or adverse remark.
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143
(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.
Pursuant to the provisions of Section 204 of the Companies are operating Act, 2013, the Board of Directors of your Company have re- appointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your
Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2021-22 forms part of this Annual Report and is annexed as Annexure "A" to the Board’s report. The observation of Secretarial Audit or are self explanatory and do not call for any further comments, reservations or adverse remarks.
particulars of loans, guarantees or investments made under section 186 of the companies act, 2013
there were no loans or guarantees made by the company under section 186 of the companies act, 2013 (the act) during the year under review. details of investments made under the provisions of section 186 of the act as on march 31, 2022 are set out in note 7 and 8a to the standalone financial statement of the company.
particulars of contracts or arrangements with related parties
your company has established a policy for determining related party transactions. the audit committee oversees the related party transactions. related party transaction policy of the company has been displayed on the company’s website at the link – https://www.vipindustries. co.in/policies.php.
all contracts or arrangements entered into by the company with related parties have been done at arm’s length and are in the ordinary course of business.
pursuant to section 134 of the companies act, 2013 read with rule 8(2) of the companies (accounts) rules, 2014, the particulars of such transactions are provided in form aoc-2 which is annexed herewith as annexure "b" to this report. related party disclosures as per indas have been provided in note no. 44 of standalone financial statements.
state of company’s affairs
Discussion on state of Company’s affairs covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.
The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.
RESERVES & DIVIDEND
During the year under review, the Company has not transferred any amount to the General Reserves. As on March 31, 2022, Reserves and Surplus (other equity) of the Company were at 476.96 crores including retained earnings of 219.86 crores. Your Company had paid in March, 2022, an interim dividend of 2.50 per equity share of 2/- each (125%) for the financial year 2021-22 Your Directors do not recommended any final the year 2021-22.
The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company’s website at the link – https://www.vipindustries. co.in/policies.php
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no adverse material changes or commitments occurred after March 31, 2022 which may affect the financialposition of the Company or may require disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure "C" as attached to this report.
RISK MANAGEMENT POLICY
The Company has a robust risk management framework comprising definedrisk governance structure and management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities. has been As a part of the Company’s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management Committee overseas the risk management process.
corporate social responsibility
Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2021-22 was 1.57 Crores which was of the average profit for the last three financial years.
CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.
The Annual Report on CSR activities that includes detailsdividend for about CSR Policy developed and implemented by the
Company and CSR initiatives taken during the financial year 2021-22 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure "D" to this Report. The CSR policy is placed on the Company’s website at https://www.vipindustries. co.in/policies.php.
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
RETIRING BY ROTATION
Mr. Dilip G. Piramal (DIN-00032012), Chairman of your
Company retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding appointment / re-appointment Mr. Dilip G. Piramal pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General
Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.
During the year under review, Mr. D. K. Poddar ceased to be Independent Director of the Company with effect from close of business hours of July 9, 2021 due to completion of tenure of appointment. The Board places on record its appreciation for the great contribution made by Mr. D. K. Poddar in the progress of the Company.
NAME OF THE COMPANIES WHICH HAVE BECOME/ CEASED TO BE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR
Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. All the subsidiaries companies of the Company are not material and unlisted, pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Accordingly, as on March 31, 2022, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.
During the year under review, no companies have become/ ceased to be joint venture or associate companies of the Company.
A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Company’s website - https://www.vipindustries.co.in/financial-information.php.
The Policy for determining "Material" subsidiaries has been displayed on the Company’s website - https:// www.vipindustries.co.in/policies.php
In the FY 2020-21, the Company has raised funds through issue of 1000 and 500 Fully Paid, Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCD’s) having face value of 10,00,000 each, of the aggregate Nominal Value of 100 crore and 50 crore respectively on a Private Placement basis. The Company has redeemed secured NCDs amounting to 100 crore before their maturity and made the entire principle repayment of 100 crore during the financial year under review. The outstanding NCDs of
50 crore is listed on the Wholesale Debt Market segment of the BSE Limited. Interest on the said NCD’s is paid on time as per the relevant provisions of the Companies Act, 2013 and the Listing Regulations.
The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed debentures.
During the year under review, CRISIL Ratings has reaffirmed its ‘CRISIL AA/Stable’ Non-Convertible Debentures (NCD) programme and bank facilities of the Company.
During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2022.
Significant and material orders
There are no significant the regulators or courts or tribunals impacting the going concern status and your company’s operations in future.
Internal financial controls
Your Company has put in place adequate internal financial controls with reference to the financial statements.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.
REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report.
The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at https:// www.vipindustries.co.in/corporate-governance.php.
Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.
Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company’s website at the link – https:// www.vipindustries.co.in/policies.php.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act’) and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Act. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no sexual harassment complaint was received by the Company. In order to build awareness in this area, the Company has been conducting programmes on a continuous basis.
EMPLOYEE STOCK APPRECIATION RIGHT (ESAR)
Pursuant to the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted VIP Employee Stock Appreciation Rights Plan, 2018 ("ESARP 2018"/ "Plan"). In accordance with ESARP 2018, the employee of the Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right (ESAR), which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a pre-determined manner, where such appreciation is settled by way of allotment of shares of the Company.
The Company confirms that the ESARP 2018 complies with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at https://www.vipindustries.co.in/investor-information.php.
The Company has awarded 2,85,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.
The paid-up Equity Share Capital of the Company as on March 31, 2022 stood at 28.29 crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2022, none of the Directors of the Company holds instruments convertible into equity shares of the Company.
The Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Dilip G. Piramal and Mr. Amit Jatia. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.
Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of the Company and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:
1. Your Directors’ Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2021-22 was as under:
|Director’s Name||Ratio of remuneration of each Director to the median employees’ remuneration|
|Ms. Radhika Piramal||93X|
|Mr. Anindya Dutta||122X|
2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial Officer and Company Secretary were as under:
|Name||Designation||Increase / Decrease (%)|
|Ms. Radhika Piramal||Executive Vice Chairperson||76|
|Mr. Anindya Dutta||Managing Director||943 #|
|Ms. Neetu Kashiramka||Chief Financial Officer||127|
|Mr. Anand Daga||Company Secretary & Head – Legal||118|
# Mr. Anindya Dutta was appointed as the Managing Director of the Company w.e.f. February 1, 2021. Hence, his remuneration for the financial year 2020-21 is for a period of 2 months only vis-a-vis remuneration of 12 months for thefinancialyear 2021-22. year thefinancial 2021-22 remuneration of Mr. Anindya Dutta also includes the perquisite value of stock options excercised by him, hence the % increase in the remuneration is substantially higher.
3. The percentage decrease in the median remuneration of employees for the financial year 2021-22 is around 37%. The percentage decrease in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.
4. The number of permanent employees on the rolls of the Company is 3754 (excluding the employees of the Subsidiary companies).
5. The Percentage decrease in salaries of the managerial personnel at 50th percentile is 34%. The Percentage decrease in salaries of the non-managerial personnel at 50th percentile is 36%.
6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.
During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.
Industrial relations remained cordial throughout the year under review.
Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.
|By Order of the Board of Directors|
|Dilip G. Piramal|
|Dated: 16th May, 2022||(DIN No. 00032012)|