v i p industries ltd Directors report


Your Directors are pleased to present the 56th Annual Report together with Audited Financial Statements and Auditors

Report for the financial year ended March 31, 2023.

FINANCIAL RESULTS

( in Crores)

Standalone

Consolidated

Particulars Year Ended Year Ended Year Ended Year Ended
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from Operations 2,019.53 1,257.19 2082.32 1,289.51
Earning before depreciation,Interest and Tax 259.97 164.45 330.88 180.76
Finance cost 23.54 22.48 28.48 24.64
Depreciation and Amortisation expenses 58.05 58.12 73.66 69.96
Profit before tax and Exceptional/Extraordinary Items 178.38 83.85 228.74 86.16
Exceptional Item - Income/ (Expense) 15 - (32.21) -
Profit Before Tax / Loss 193.38 83.85 196.53 86.16
Tax expenses 32.45 20.12 44.19 19.23
Profit / Loss for the year 160.93 63.73 152.34 66.93

OVERALL PERFORMANCE AND OUTLOOK

Standalone

During the financial year ended March 31, 2023, revenue from Operations was 2,019.53 crores as against 1,289.51 crores during previous year, registering a growth of 60.64%.

Profit before 178.38 crores as against 83.85 crores in the previous year. Profit after Tax for the year under review was at 160.93 crores as against 63.73 crores in the previous year.

Consolidated

During the financial year ended March 31, 2023, revenue from Operations was 2,082.32 crores as against 1289.51 crores during previous year, registering a growth of 61.48%.

Profit before exceptional items and tax was at 228.74 crores as against 86.16 crores in the previous year. Profit after Tax for the year under review was at 152.34 crores against profit of 66.93 crores in the previous year.

A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

During the year, International business has increased considerably as compared to the previous financial year

The Company has further strengthen relationship with various customers in Middle East, Asia and Europe.

ANNUAL RETURN

In terms of Section 134(3)(a), and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies

(Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at http://www.vipindustries.co.in/financial information.php.

COMPLIANCE WITH SECRETARIAL STANDARDS itemsand taxwasat

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, 2023, 5 (Five)

Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your

Directors confirm that:

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

(b) such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2023 and of the profit and loss of your Company for that period;

(c) proper and sufficient maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts for the financial year ended March 31,

2023, have been prepared on a going concern basis;

(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are effectively; and

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

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Companys website at the link · http:// www.vipindustries.co.in/policies.php

AUDITORS

Statutory Auditors

The Notes on financial statements referred to in the

Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143

(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.)

Secretarial Auditor care has been taken for the

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your

Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2022-23 forms part of this Annual Report and is annexed as Annexure “A” to the Boards report. The observation of Secretarial Auditor or are self-explanatory and do not call for any further comments, reservations or adverse remarks.

adequateandareoperating PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of guarantees given by the Company under Section 186 of the Companies Act, 2013 are set out in Note 50 to the Standalone Financial Statement of the Company. Details of investments made under Section 186 of the Act as on March 31, 2023 are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Companys website at the link · http://www.vipindustries.co.in/policies. php.

All contracts or arrangements entered into by the Company with Related Parties have been done at arms 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 COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

COST RECORDS

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, 2023, Reserves and Surplus (other equity) of the Company were at 578.73 crores including retained earnings of 315.13 crores.

Your Company had paid two interim dividends during the

- details given hereunder: financial year 2022

Particulars

Date of Payment Dividend Per share Dividend (%)

1st Interim Dividend

November 17, 2022 2.50 125%

2nd Interim Dividend

February 14, 2023 2.00 100%
Total 4.50 225 %

Your Directors do not recommend any final dividend for the year 2022-23.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Companys website at the link · http://www.vipindustries. co.in/policies.php

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after March 31, 2023 which may affect the financial position of the Company or may require disclosure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “C” as attached to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the

Company encompass risk identification, classification evaluation. The Company identifiesall strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

As a part of the Companys strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans have been deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management & Business Responsibility and Sustainability Committee overseas the risk management process.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2022-23, your Company incurred

Corporate Social Responsibility (CSR) expenditure of 2.01 Crores which was more than Statutory limits required to be spent by the Company.

CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.

The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the

Company and CSR initiatives taken during the financial year

2022-23 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure “D” to this Report. The CSR policy is placed on the Companys website at http://www.vipindustries.co.in/policies.php.

BOARD EVALUATION

Pursuant to provisions of Section 178 the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

The Company has devised a Policy for performance evaluation of the Independent Directors, Non-executive Directors, Executive Directors, the Board of Directors and respective Committees entirely. The said policy is put upon the website of the Company at the http://www.vipindustries. co.in/policies.php.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retiring by rotation

Mr. Anindya Dutta (DIN: 08256456), Managing Director of your Company retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Mr. Anindya Dutta pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Appointment

Ms. Neetu Kashiramka, (DIN: 01741624) Chief Financial

Officer of the Company was appointed as Executive Director & Chief Financial Officer of the Company for a period of five years, w.e.f May 8, 2023, liable to retire by rotation, subject to approval of members at ensuing Annual General Meeting.

The Board recommends her appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding appointment of Ms. Neetu Kashiramka pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

NAME OF THE COMPANIES WHICH HAVEand material orders passed

BECOME/CEASED TO BE SUBSIDIARIES, JOINT

VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As on March 31, 2023, VIP Industries BD Manufacturing Private Limited and VIP Luggage BD

Private Limited are classifiedmaterial subsidiaries pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Accordingly, as on March 31, 2023, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.

During the year under review, no companies have become/ ceased to be joint venture or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Companys website - https:// vipindustries.co.in/ financial-information.php.

The Policy for determining “Material” subsidiaries has been displayed on the Companys website - http://www. vipindustries.co.in/ policies.php

DEBENTURES

In the FY 2022-23, the Company had redeemed 500 Rated, Listed, Secured, Redeemable Non-Convertible Debentures (NCDs) having face value of 10,00,000 (Rupees Ten lakhs only) each, of the aggregate nominal value of

50,00,00,000 (Rupees Fifty Crores only) and made the entire principal repayment of 50 crore during the financial year under review.

The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed NCDs.

During the year under review, CRISIL Ratings has reaffirmed its ‘CRISIL AA/Stable/CRISIL A1+ ratings to the Non-

Convertible Debentures (NCD) programme and bank facilities of the Company.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2023.

SIGNIFICANT AND MATERIAL ORDERS

by There are no significant the regulators or courts or tribunals impacting the going concern status and your Companys 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 Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY

REPORT (BRSR)

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions . of Corporate Governance is attached to the report on Corporate Governance.

SEBI, vide Notification No. SEBI/HO/CFD/CMD-2/P/

CIR/2021/562 dated May 10, 2021, replaced ‘Business Responsibility Report with ‘Business Responsibility and

Sustainability Report (BRSR) and has mandated companies to submit the BRSR for FY 2023 onwards. BRSR as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Companys procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at http://www.vipindustries.co.in/corporate-governance.php.

Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Companys strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Companys website at the link · http://www.vipindustries.co.in/policies. php.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013 (‘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 (Shares

Based Employee Benefits and Sweat Equity), 2021.

Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Shares Based

Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at http://www. vipindustries.co.in/corporate- governance.php.

The Company has awarded 13,05,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.

The Company has further proposed to grant ESARs to the employees of the Company with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth. Considering the increase in the share price of the Company, the said limit of 7,06,587 equity shares shall be inadequate upon exercising of ESAR by all the grantees.

Accordingly, the Company has at its Board Meeting held on May 8, 2023, subject to approval of shareholders, approved the increase in number of equity shares to be granted on exercise of ESARs from 7,06,587 (Seven Lakhs Six Thousand Five Hundred Eighty Seven) equity shares to 17,06,587 (Seventeen Lakhs Six Thousand Five Hundred Eighty Seven) equity shares of face value of 2/ each fully paid up.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2023 stood at 28.33 crores.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity other than shares issued under VIP Employee Stock Appreciation RIghts Plan, 2018. As on March 31, 2023, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Amit Jatia and Ms. Radhika Piramal. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection on the Companys website - http://www. vipindustries.co.in and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there was no case and/ or application and/ or proceedings filed by and/ or against the Company under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS:

During the Financial Year under review, neither the statutory auditors nor the secretarial auditors have reported any instances of fraud committed against the Company by its officers or Employees, to the Audit Committee or the Board under section 143(12) of the Act.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of onetime settlement with any Bank or Financial Institution during the period under the review.

REMUNERATION RATIO OF THE DIRECTORS

/ KEY MANAGERIAL PERSONNEL (KMP) /

EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

1. Your Directors Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2022-23 was as under:

Ratio of remuneration of
Directors Name each Director to the median
employees remuneration
Ms. Radhika Piramal 41X
Mr. Anindya Dutta 125X

2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial

Officer and Company Secretary were as under:

Name

Designation Increase / Decrease (%)

Ms. Radhika Piramal

Executive Vice Chairperson -47.07%
Mr. Anindya Dutta Managing Director 17.97%
Ms. Neetu Kashiramka # Chief Financial Officer 31.73%

Mr. Anand Daga

Company Secretary & Head · Legal 1.07%

# Ms. Neetu Kashiramka was appointed as the Additional Director (Executive) of the Company w.e.f. May 8, 2023, subject to approval of shareholders at ensuing Annual General Meeting . Since her appointment is made as Executive Director in financial year 2023-24, the remuneration for financial year 2022-23 consist of remuneration paid to her as Chief Financial Officer.

Increase in remuneration also includes perquisite value on exercise of 50,000 EASRs during the year.

The percentage increase in the median remuneration of employees for the financial year 2022-23 is around

18.53%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company is 1,304 (excluding the employees of the Subsidiary companies).

4. The Percentage increase in salaries of the managerial personnel at 50th percentile is 16.02%.

The Percentage increase in salaries of the non-managerial personnel at 50th percentile is 16.98%.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

Dilip G. Piramal
Place: Mumbai Chairman
Dated: May 8, 2023 (DIN No. 00032012)