Dear Members,
Your Directors have pleasure in presenting the31Annual Report together with the
Audited Financial Statement of the Company for the financial year ended 31st March, 2023.
FINANCIAL HIGH LIGHTS
Rs. in Lakhs
| Particulars |
2022-23 |
2021-22 |
| Income |
|
|
| Revenue from Operations |
15632.26 |
13942.78 |
| Other Income |
112.27 |
106.93 |
| Total Revenue |
15,744.53 |
14049.70 |
| Less: Expenses other than Finance cost and Depreciation |
13962.06 |
12257.22 |
| Profit before finance cost, depreciation & amortization, and tax |
1782.47 |
1792.48 |
| Less: Finance Costs |
52.20 |
25.83 |
| Less: Depreciation and amortization expenses |
290.17 |
133.65 |
| Profit before Tax |
1440.10 |
1633.00 |
| Less: Tax Expenses |
|
|
| Current Tax |
325.47 |
422.06 |
| Deferred Tax (Assets)/Liabilities |
43.16 |
(5.95) |
| Profit for the year |
1071.47 |
1216.89 |
| Other Comprehensive Income |
22.15 |
7.28 |
| Total Comprehensive Income |
1093.62 |
1224.18 |
| Earning per equity share |
|
|
| Basic |
18.25 |
20.73 |
| Diluted |
18.25 |
20.73 |
PERFORMANCE RE VIEW & COMPANY AFFAIRS
The Companys total revenue for the year under review amounted to Rs. 15744,53 Lakhs as
compared to Rs. 14049.70 Lakhs of the previous year. The Profit before Tax for the year
under review amounted to Rs. 1440.10 Lakhs as compared to Rs. 1633.00Lakhsof the previous
year. The Profit after Tax for the year under review amounted to Rs. 1071.47 Lakhs as
compared to Rs. 1216.89 Lakhs of the previous year. The Company is engaged in the
manufacturing of cotton yam for different applications by Rotor Spinning.
Last year the Board of Directors of the Company in their meeting held on 29"day
of July. 2021 have decided a plan for modernization cum expansion programme in its unit
located at 14- A, Industrial Area, AB Road. Dewas (MP)- 455001. The Cost of Project was
estimated at Rs 5000 Lakhs and actual Cost incurred at Rs. 5322 Lakhs which was funded by
way of Term loan of Rs 3350 Lakhs and balance from Internal Accruals.
In continuance of this, we would like to inform that during the year the company has
completed the expansion programme located at 14-A Industrial Area A.B. Road dewas - 455001
(M.P.) and commercial production has been started. Wc estimated that proposed capacity
expansion will increase the Company production capacity by 3500 MT (Approx).
GLOBAL PANDEMIC-COVID-19
Last two years were not very well for Indian Industries as all countries was hitted by
Global crises COVID-19, however after facing this two years the Global Economy was started
to getting stable and also tried to reach before COVID-19 working pace. This year was good
for Industries Sectors because they were allowed for working without any major
restrictions but precautions still maintained so that we will not face this situation in
future again. We cannot assess that COVID-19 has been ended as its symptoms still founded
in many places however proper safety measures such as wearing mask at workplace,
Sanitation and Social Distancing Norms etc. being followed by the Industries as
precautionary measures.
Your company is also following such precautions and committed to be followed the same
in future, at work place as to avoid chances for spreading this virus.
RESERVES
The Company did not create any special reserve during the year but has transferred the
entire profit after tax for the year of 2022-23 amount Rs 1071.47 Lakhs to Reserve and
Surplus.
DIVIDEND
With a view of conserving resources, your Directors do not recommended any dividend
forthc year under review.
LISTING OFTHE SHARES
The Equity Shares of the Company are presently listed at BSE. Ltd. Farther, the Company
has paid listing fees to BSE Ltd. for the FY 2023-2024.
DIRECTORSRESPONSIBILITY STATEMENT
In terms of provisions of Section 134 (3) (c) read with Section 134 (5) of the
CompaniesAct, 2013, your Directors state that:
• in the preparation of the annual accounts for the year ended 31" March,
2023, the applicable accounting standards read with requirements set out under schedule
111 to the act have been followed and there are no material departures from the same;
• 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 31 " March,
2023 and of the profit of the Company for the year ended on that date;
• the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
• the Directors have prepared the annual accounts on a going concern basis;
• the Directors, have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
• 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
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the yearunder review, the members in the Extra-ordinary General Meeting (EGM)
held on 02.05.2022 have approved appointment of Shri Manish Jhanwar (DIN: 05312225) as an
Independent director of the Company. Further, in that EGM Shri Mangalore Maruthi Rao (DIN:
00775060) was reappointed as a Whole Time Director of the Company for a period of 2 years
w.e.f. 28.10.2022.
During the year under review, the members of the Company, at the Annual General Meeting
of the Company held during the year, have approved the re-appointment of Shri Piyush
Mutlia (DIN: 00424206), as Managing Director for the period of I (one) Year w.e.f.
01.04.2022.
Further, the Board of Directors in its meeting held on 30.03.2023 has re-appointed Shri
Piyush Mutha (DIN- 00424206 ) as a Managing Director of the Company for a period of one
(1) years w.e.f. 01.04.2023, subject to approval of members.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company. Shri Praneet Mutha(DIN-00424250). retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for his
re-appointment. The Board recommends his re-appointment for the consideration of the
Members ofthe Company at the ensuing Annual General Meeting.
Ms. Ayushi Solanki- Company Secretary and Compliance Officer of the Company resigned
w.e.f. 13.08.2022 and in place of her Shri Pulkit Maheshwari appointed as a Company
Secretary and Compliance Officer of the Company w.e.f. 20.12.2022.
Shri Hassan Ali- Chief Financial Officer resigned w.e.f. 28.12.2022 and Shri Pulkit
Maheshwari who was appointed as Company Secretary and Compliance Officer was also
appointed as Chief Financial Officer and designated as "Company Secretary, Compliance
Officer and Chief Financial Officer" ofthe Company w.e.f 09.05.2023.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel
ofthe Company as on date are-:-
• Shri Piyush Mutha, Managing Director,
• Shri Mangalore Maruthi Rao, Whole Time Director,
• Shri Pulkit Maheshwari, Company Secretary & Chief Financial Officer.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from ali the Independent Directors of the Company
confirming that they meet criteria of independence as prescribed under Section 149(6)
ofthe Companies Act, 2013 and Regulation 16(1 Kb) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. and that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. In the opinion of the Board, they fulfill the
conditions of independence as specified in the Act and the Listing Regulations and are
independent of the management.
BOARD EVALUATION
The Company has duly approved Nomination and Remuneration policy prescribing inter-alia
the criteria for appointment, remuneration and performance evaluation of the directors. As
mandate by Section 134 <? 178 read with Schedule IV of the Act and Regulation 25 of
the SEB1 (LODR) Regulations, 2015 as applicable on the Company. The Independent Director
in their separate meeting held on 10" January, 2023 have reviewed the performance of
NonIndependent Directors and Board as a whole along with review of quality, quantity and
timeliness of flow of information between Board and management and expressed their
satisfaction over the same.
Further, the Board, in its meeting held on 30" March, 2023 also reviewed the
performance of the Board, its Committees and all Individual Directors of the Company and
expressed its satisfaction over the performance of the Board its Committees and Individual
Directors. Furthermore Board is of the opinion that Independent Directors of the Company
are person of high repute, integrity & possess the relevant expertise & experience
in their respective field.
INSURANCE
Assets of the Company are adequately insured.
DEPOSIT
During the year under review, your Company has not accepted any deposits from public,
pursuant to Section 73 and 74 ofthe Companies Act. 2013 & the Deposit Rules made there
under.
NO DEFAULTS
The Company has not defaulted in payment of interest and/or repayment of loans to any
of the financial institutions and/or banks during the year under review.
SUBSIDIARIES, ASSOCIATE & JOINT VENTURE COMPANIES
Company does not have any subsidiaries, associates companies & joint venture
companies.
RELATE D PARTY TRANSACTIONS
The Company has not entered into any material contracts, with the related parties
during the year 2C22-23 and other contracts or arrangements were in the ordinary course of
business on arms length basis. Therefore, there is no particulars of contracts or
arrangements with related parties referred to in Section 188 (1) of die Companies Act.
2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not
applicable. However, the particulars of contracts or arrangement with related parties have
been disclosed in the note no. 40 of the financial statements for the year ended under
review.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. All the transactions are properly authorized and recorded. The
Company is following all the applicable Accounting Standards for properly maintaining the
books of accounts and reporting in financial statements. The Internal Audit is conducted
by outside auditing firms which evaluate the functioning and quality of internal controls
and check; and provides assurance of its adequacy and effectiveness. The Internal Audit
Reports are actively reviews by the Audit Committee and adequate remedial measures, if
any, are taken. The Internal Audit Reports are also reviews by the Board of Directors
periodically. During the year, no reportable material weaknesses in the design or
operations were observed.
DEVELOPMENT AND IMPLEMENTATION OFA RISK MANAGEMENT PLAN
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. Your Company
recognizes that the risk is an integral part of business and is committed to managing the
risk in proactive and efficient manner. The Company had adopted Risk Management Policy to
ensure sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated wdth the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to
Risk Management.
The management is however, of the view that none of the risks may threaten the
existence of the Company as robust Risk mitigation mechanism is put in place to ensure
that there is nil orminimum impact on the Company in case of any of these risks
materialize. The risk management framework is reviewed periodically by the Board and Audit
Committee. The details of risks and other concerns are included in the Management
Discussion and Analysis Report which is the part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In temis of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. Management Discussion and Analysis Report is appended to
and forms part of this Report.
CORPORATE GOVERNANCE
The Company has always strived to maintain appropriate standards of good Corporate
Governance. The Report on Corporate Governance as stipulated under Regulation 34(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of this Report. The requisite certificate from Company Secretary in Practice
confirming compliance of the conditions of Corporate Governance is attached to report on
Corporate Governance.
PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN UNDER SECTION 186
OFCOMPANIES ACT, 2013
During the year, there are no loans given, investments made, guarantee given or
security provided by the Company under Section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO
The Particulars relating to conservation of energy, technology absorption and 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 provided
in ANNEXURF, -I to this Report.
ANNUAL RETURN
In compliance with provision of sec 92(3) & sec 134 (3) (a), the annual return of
company for the FY ended 31" March, 2023 has been uploaded on website of the company
and web link of same is : https://www.vippvsDinpro.com/annualreturn.php
MEETING OF DIRECTORS
During the year under review, our Board met Fourteen) 14) times. The details of the
number of meetings of the Board during the year forms part of the Report on Corporate
Governance. During the year under review One (1) meeting of Independent Directors was
held on 10"January, 2023.
COMMITTEES OF THE BOARD
The Board of Directors has the following committees:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination & Remuneration Committee
4. Corporate Social Responsibility Committee
The details of the committees along with their composition, number of the meetings and
attendance at the meetings are provided in the Report on Corporate Governance.
NOMINATION & REMUNERATION POLICY
Pursuant to Section 178 of the Companies Act, 2013, the rules made there under and
Regulation 19 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations.
2015.The Company has a policy for selection and appointment of Directors, Key Managerial
Personnel and Senior Management Personnel and for determination of their remuneration. The
salient features of Nomination & Remuneration Policy are stated in the Corporate
Governance Report. The Nomination & Remuneration Policy duly approved by the Board has
been posted on the Companys website www.vippvspinpro.com and annexed herewith as ANNEXIJRE-II
to this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concerns or
grievances. The vigil mechanism provides for adequate safeguards against victimization of
persons who use such mechanism and make provision for direct access to the chairperson of
the Audit Committee in appropriate or exceptional cases. Besides, as per the requirement
of SF.BI (Prohibition of Insider Trading) Regulations as amended by SF.BI (Prohibition of
Insider Trading) (Amendment) Regulations, 2018, the Company ensures to make employees
aware of such Whistle -Blower Policy to report instances of leak of unpublished price
sensitive information. This policy may be accessed on the Companys website, ut web link:http://www.
vippvspinpro.com/Whistlc-Blowci-Policv.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information in accordance with the provisions of section 197( 12) of the Companies
Act, 2013 read uith Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Kules,2014 is annexed herewith as ANNEXURE -III to this Report.
CORPORATE SOC1ALRESPONSIBILITY
In accordance with the requirement under Section 135 of Companies Act, 2013, and the
rules made thereunder, read with schedule VII of the Companies Act, 2013, the Company has
constituted CSR Committee and framed Policy for CSR indicating the activities to be
undertaken by the Company. The CSR policy of the Company is annexed herewith as ANNEXURE-
IV. ThcContpany had undertaken CSR activities in the areas of promoting education.
Health Care including Preventive Health Care.
The Annual Report on CSR activities, as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014is annexed herewith as ANNEXURE- V to this
Report.
CREDIT RATINGS
The details on Credit Rating are set out in Corporate Governance Report, which forms
part of this report.
AUDITORS
a. Statutory Auditors
M/s R.S. Bansal & Co., Chartered Accountants (Finn Registration No.000939C), were
re-appointed as Statutory Auditors of the Company at the Annual Genera! Meeting held on 17th
September, 2022, for the next term of 5 consecutive years from the conclusion of
30"Annual General Meeting till the conclusion SS^Annual General Meeting to be held
in the year 2027.
The Auditors Report 2022-23 specified that financial statements of the Company have
been prepared in accordance with Ind-AS notified under Section 133 of the Companies Act.
2013 and does not contain any qualification, reservation or adverse remark or disclaimer,
and no explanation on the part of the Board of Directors is called for.
b. Cost Auditor
M/s. M. Goyal & Co.. Cost Accountants, Jaipur, (Reg. No.000051) has been
re-appointed as Cost Auditors of the Company to conduct audit of cost accounting recordsof
the Company for the financial year ended 2022-2023.
Further, the Board on recommendation of the Audit Committee has appointed M/s. M. Goyal
& Co., Cost Accountants, Jaipur, (Reg. No.000051) as the CostAuditor of the company
for the financial year 2023-24 under Section 148 and all other provision of the Companies
Act, 20!3.They have confirmed their eligibility for the said appointment.
Further, in compliance with the provisions of Section 148 of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof, for the time being in force), the remuneration
payable to the Cost Auditor is required to be ratified by the Members of the Company.
Accordingly, the Board seeks ratification at the ensuing Annual General Meeting of the
remuneration payable to the Cost Auditors forthc Financial Year 2023-2024.
c. Secretarial Auditor
The Secretarial Audit Report for the financial year ended 2022-23 does not contain any
qualification, reservation or adverse remark. The Secretarial Audit Report is
self-explanatory and therefore do not call for any explanatory note and the same is
annexed as ANNEXURE-VT to this report.
Further, in compliance with Regulation 24A of the Listing Regulations, the Annual
Secretarial Compliance Report issued by the Secretarial Auditor, was submitted to the
stock exchanges within the statutory time lines. Further, in compliance with provisions of
Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company, on the recommendation of Audit Committee,
has re-appointed M/s. Shilpesh Dalai & Co.. Company Secretaries. Indore (C.P. No.
4235) to undertake the Secretarial Audit of the Company for the financial year
2023-24.They have confirmed their eligibility for the said re-appointment.
d. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts! Rules, 2014, the Company, on the recommendation of Audit
Committee, rc-appointcd M/s R.K. Saklccha & Associates, Chartered Accountants as an
Internal Auditor of the Company forthc financial year 2023-24.
PREVENTION OFSEXUAL HARASSMENT POLICY
The Company has a Prevention of Sexual Harassment Policy in force in tenns of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
objective ofthis policy is to ensure a safe, secure and friendly work environment where
employees will deliver their best without any inhibition, threat of fear. The company has
constituted Internal Complaints Committee as per the requirement of Sexual I harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints were
reported during the year under review under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
COMPANY POLICY FOR PROMOTION OF EMPLOYMENT OF YOUTH COMING FROM THE
UNDER-PRIVILEGED/DISADVANTAGED SECTION OFTHE SOCIETY
The people are recruited in the Company on the basis of their qualification/eligibility
and merits without any discrimination against their gender, religion, caste, colour,
ancestry, marital status, nationality and disability, and among equally qualified
individuals, preference are given to people from the disadvantaged groups. The Company
also conducts training programme from time to time for up-skilling, training of employees
from socially disadvantaged sections of society.
ENVIRONMENT & SOCIAL CONCERN
Your Company is committed to build business with save energy and save environment. In
line of this, the Company had set up the wind mill and solar plant that generates
electricity and contributed to displace emissions from the nations coal-tired power
plants and eliminates the nations major source of acid rain, reduce total emissions of
Co,.
Your Company is committed to the sustainable use of all natural resources and minimizes
waste at source and recycles where possible. Considering the scarcity of natural
resources, the Company continue to maintain "Rain Water Harvesting System" at
the factory premises at Dewas. The 8040 sq. meters of roof area has been covered under the
rain water harvesting and approx. 9020.88 cubic meters of water has been collected at
factory premises at Dewas. resulting in saving water and recharging of ground water
consequently.
Every year, in memory of the late founder Shri Prakash Mutha, the company has been
involved in inspiring activities to honor his legacy. In lieu of traditional activities,
the company has provided financial assistance to deserving students with exceptional
academic achievements to support their education. Throughout the year, a total of 26
students have been selected to receive this benefit, which has helped them pursue their
academic goals.
By providing such assistance, the company has demonstrated its commitment to education
and its belief in the power of knowledge to transform lives. This initiative not only
honors the legacy of the late founder but also serves as a testament to the companys
values and its dedication to making a positive impact on society.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the
Company which have occurred after 31 "March, 2023 till the date ofthis report.
There has been no change in the nature of the business of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Compuny Secretaries of India. The Directors have devised proper systems to
ensure compliance with the provisions of all applicable Secretarial Standards and that
such systems are adequate and operating effectively.
DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS
There is no commission paid or payable by the company to the managing director or the
whole time directors
GENERAL
Yours Directors state that no disclosures or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
- Details relating to deposits covered under chapter V of the Companies Act, 2013
- Issue of shares during the year
- No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
Your Directors further state that:
- The accounts and cost records as required to be made and maintained by the Company as
specified under sub-section (1) of Section 148 of the Companies Act, 2013. were made and
maintained by the Company during the year 2022-23.
- In terms of the provisions of Section 134(3)(ca) of the Companies Act,2013, there
were no fraud committed against the Company by any person under Section 143( 12) during
the year 2022-23. Further that there were no frauds which needs to be reported by the
Auditors of the Company to the Central Government.
ACKNOWLEDGEMENTS
Your Directors would like to gratefully acknowledge all stakeholders of the Company
viz: customers, dealers, suppliers, banks, shareholders and other business associates for
the excellent support received from them during the year. The Directors place on record
their sincere appreciation to all employees of the Company for their unstinted commitment
and continued contribution to the Companys w ell-being.
| Place: Dewas |
For and on behalf of the Board of Directors |
| Date: 16" May.2023 |
Vippy Spinpro Limited |
| Pivush Mutha |
Praneet Mutha |
| Managing Director |
Director |
| (DIN-00424206) |
(DIN-00424250) |
+91-9892691696
