To,
The Members,
Vishal Fabrics Limited
Your Directors are pleased to present the 37th Annual Report along with
Audited Financial Statements for the Financial Year ended 31st March, 2022.
1. FINANCIAL RESULTS
Highlights of Financial Results for the year are as under:
| Particulars |
2021-22 |
2020-21 |
| Net Revenue from Operation |
1546.76 |
967.54 |
| Other Income |
3.08 |
1.78 |
| Total Revenue |
1549.84 |
969.32 |
| Less: Expenses excluding Depreciation |
1423.20 |
913.65 |
| Profit before Depreciation & Tax |
126.64 |
55.67 |
| Less: Depreciation |
33.44 |
25.92 |
| Profit Before Tax |
93.20 |
29.75 |
| Less: Provision for Taxation (Including Defereed Tax) |
24.16 |
11.65 |
| Profit After Tax |
69.04 |
18.10 |
| Earning Per Share(in Rs.) |
3.49 |
2.75 |
2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE
YEAR
During the year under review, your Company has achieved a turnover of
Rs.1546.76 Crore (Previous Year: Rs. 967.54 Crore) a growth of 60%. The profit before
depreciation and tax was Rs. 126.64 Crore as against Rs. 55.67 Crore in the Previous Year.
The profit after tax for the year increase Rs. 69.04 as against a Profit Rs. 18.10 Crore
reported in the Previous Year a growth of 281%.
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.
There are no material changes or commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of this Report. There were no material events that had an impact on the affairs of
your Company. There is no change in the nature of your Companys business during the year
under review.
3. IMPACT OF THE COVID-19 PANDEMIC
The impact of COVID-19 pandemic on the overall economic environment
being uncertain may affect the underlying assumptions and estimates used to prepare
Companys financial results, which may differ from impact considered as at the date of
approval of these financial results. The Company continues its business activities, in
line with the guidelines issued by the Government authorities, takes steps to strengthen
its liquidity position and further explore cost restructuring exercise.
Your Company is conscious of the significant disruption and impact
COVID-19 can have on its employees, clients, partners, investors and the communities in
which it operates. We are working hard to contain and mitigate its impact. The Company
does not anticipate any challenges in its ability to continue as going concern or meeting
its financial obligations. As the situation is unprecedented, the Company is closely
monitoring the situation as it evolves in the future.
The primary objectives of your Companys response to the pandemic are
to ensure the safety and wellbeing of its employees and partners, to deliver on its
commitments to clients in the true spirit of partnership and to secure the financial and
operational resilience of the Company
4. DIVIDEND
In terms of Article No. 83A of Articles of Association of the Company
inserted vide passing special resolution in the Annual General Meeting held on December
09, 2020 the Members have rights to waive off their rights to receive the Final
Dividend/Interim Dividend, subject to their consent in writing for unconditional waiver of
their rights to receive their dividend. The Board of Directors at their Meeting held on
July 26, 2021 has approved the Rules & Form for exercising their rights for waiver of
dividend in writing to the Company, if any.
As per aforementioned Rules the promoter and promoter group of your
company had waived off their right to receive the aforementioned interim dividend declared
on July 26, 2021 for the financial year 2021-22 and the said interim dividend was paid as
under:
| Particulars |
No. of Shares |
Amount (Rs) |
Remarks |
| 1 Interim Dividend @ 10% i.e., Rs. 0.50 per Equity Share |
65870001 |
3,29,35,000 |
Total Shares Outstanding |
| 2 Less: Required documents and Form for waiver of right to
receive the interim dividend received from the Promoters and Promoter Group of the Company |
(44893077) |
(2,24,46,539) |
Waiver of Dividend Form received in writing from the Promoter
& Promoter Group of the Company |
| 3 Net Interim Dividend Amount paid on August 17, 2021 on
equity shares outstanding other than equity shares held by promoters/promoter# |
20976924 |
1,04,88,462 |
|
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 companys web link as: www.vishalfabricsltd.com and also forms part of this
Annual Report as Annexure VI
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
Authorised share Capital
During the year under review, the existing Authorized Share Capital of
the Company was increased from H 45,00,00,000/- (Rupees Forty-Five Crore only) divided
into 9,00,00,000 (Nine Crore) Equity Shares of face value of H 5/- to H 100,00,00,000/-
(Rupees One Hundred Crore only) divided into 20,00,00,000 (Twenty Crore) Equity Shares of
face value of H 5/- each.
Issue of Bonus Equity Shares
During the year under review, pursuant to the approval of the
shareholders through Postal Ballot passed on February 28, 2022, the Company had allotted
131,740,002 bonus shares of H 5/- each fully paid-up on March 14, 2022 in the ratio of 2:1
i.e. 2(two) Bonus Equity Shares of face value of H5/- each for every 1 (one) existing
Equity Shares of face value of H 5/- each fully paid up, to the shareholders whose names
appear in the Register of Members of the Company as on Record Date i.e. March 11, 2022.
Post Bonus Issue, paid up Share Capital of the Company is H
988,050,015/- comprising of 197,610,003 Equity Shares of face value of H 5/- each.
7. PERFORMANCE OF SUBSIDIARY COMPANY
The Company has no subsidiaries therefor not require to provide detail
of performance of subsidiary Company.
8. 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.
9. EXTRACT OF ANNUAL RETURN
In pursuant to Section 92 of the Companies Act, 2013 the Annual Return
is available on company website at: www. vishalfabricsltd.com
10. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review
were on arms 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 Companys 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
11. CREDIT RATING
The Credit Rating of your Company is strengthened. It is BWR A-
(pronounced A minus) for long term facilities and BWR A2+ (pronounced A Two Plus) for
short term bank loan facilities. The said ratings are being provided by Brickwork Ratings
India Pvt. Ltd.
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:
• Mr. Susanta Kumar Panda (DIN: 07917003) appointed as Additional
Director designated as Independent Director of the Company w.e.f. June 1, 2021 and
Regularize as Independent Director w.e.f. December 20, 2021
• Mr. Bhargav Vyas resigned from the position of Company Secretary
& Compliance Officer of the Company w.e.f. August 20, 2021.
• Mr. Nikhil Vadera has been appointed as Company Secretary &
Compliance Officer of the Company w.e.f. October 26, 2021.
• Mr. Brijmohan Chiripal (DIN: 00290426) ceased to be the Chief
Executive Officer of the Company w.e.f. May 19, 2022.
• Mr. Vinay Thadani cease to be the Chief Financial Officer of the
Company w.e.f. May 19, 2022.
• Mr. Vinay Thadani appointed as Chief Executive Officer of the
Company w.e.f. May 19, 2022.
DIRECTORS RETIRING BY ROTATION
Mr. Amit Kadmawala (DIN: 07016454), Whole-time 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:
a) Mr. Brijmohan Chiripal: Managing Director
b) Mr. Ravindra Bajaj: Whole-time Director
c) Mr. Amit Kadmawala: Whole-time Director
c) Mr. Vinay Thadani: Chief Executive Officer (appointed w.e.f May 19,
2022)
d) Mr. Bhargav Vyas: Company Secretary (up to August 20, 2021)
e) Mr. Nikhil Vadera: Company Secretary (appointed w.e.f October 26,
2021)
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
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.
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 January
27, 2022 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
• 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 31st March, 2022 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 Annual Report on CSR activities in terms of the requirements of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure
III which forms part of this 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 Non-
Independent 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
M/s. Nahta Jain & Associates, Chartered Accountants (FRN: 101801W)
was appointed as Statutory Auditors of the Company for a period of five consecutive years
at the Annual General Meeting (AGM) of the Members held on September 20, 2018 on a
remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
The Report given by the Auditors on the financial statements of the
Company for the Financial Year 2021-22 is part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report.
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 2021-22.
The Board has re-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 31st March
2022, 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.
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 2021-22.
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 2022-23. 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 37th 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, 2021 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 F.Y. 2021-22:
1. M/s. Haribhakti & Co. LLP, Chartered Accountants.
2. M/s. Jhaveri Shah & Co., Chartered Accountants.
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 2021-22. 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 Companys 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 Companys 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 Companys 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 Companys website at link: www.vishalfabricsltd.com
An appropriate complaint mechanism in the form of "Internal
Complaints Committee" 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 2021-22.
29. PUBLIC DEPOSITS
The Company has not accepted any Deposits from the public during the
Financial Year 2021-22.
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 Companys 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 Companys 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, 2022, 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, 2022 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 2021-22. 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- IV" and forms part of this report.
35. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
V to this report.
36. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the year ended March 31, 2022 as
stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable for FY 2021-22 as your Company is not
falling in the list of top 1000 Companies as per the Market Capitalization as on March 31,
2022.
37. ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Companys 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.
38. 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.
39. REPORTING OF FRAUDS
There was no instance of fraud during the Financial Year 2021-22, 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.
40. 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 Companys operations in future.
41. INSURANCE
All assets of the company including inventories, building, plant and
machineries are adequately insured.
42. LISTING OF SHARES
The Companys shares are listed at BSE Limited and the listing fee for
the year 2022-2023 has been duly paid.
43. CAUTIONARY STATEMENT
Statements in this Directors Report describing the Companys
objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" 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 Companys operations include raw
material availability and its prices, cyclical demand and pricing in the Companys
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.
44. Income Tax Search Operations
The Income Tax Department conducted the Search Activity under section
132 of the Income Tax Act on the Company in July 2022. Subsequently, the company has
provided all support and cooperation and given the necessary documents and data to the
department, as requested by department. The Company is examining and reviewing the details
of the matter and will take appropriate actions, including addressing regulatory actions,
if and when they occur.
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.
|
Brijmohan D. Chiripal |
Amit Kadmawala |
| Date: August 8, 2022 |
Managing Director |
Whole-time Director |
| Place: Ahmedabad |
DIN: 00290426 |
DIN: 07016454 |
+91-9892691696
