vogue textiles ltd Directors report

To

The Members,

Your Directors present the 31^st Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

FINANCIAL HIGHLIGHTS

The Financial results for the year ended on 31.03.2023 and 31.03.2022 are as under :

(RS. IN LAC)

	YEAR ENDED 31.03.2023	YEAR ENDED 31.03.2022
SALES	109.96	27.69
OTHER INCOME	22.46	63.72
TOTAL EXPENDITURE	127.20	88.67
INTEREST & BANK CHARGES	4.08	16.16
DEPRECIATION	6.41	4.78
PROFIT /(LOSS) BEFORE EXTRA ORDINARY ITEMS & TAX	5.22	2.74
EXTRA ORDINARY ITEMS	-	-
PROFIT/(LOSS) BEFORE TAX	5.22	2.74
PROFIT/(LOSS) AFTER TAX	2.02	(0.44)
SHARE CAPITAL	590.10	590.10
RESERVES(EXCLUDING CAPITAL/REVALUATION RESERVE) -	-
REVALUATION RESERVE	-	-
EARNING PER SHARES (EPS)	(0.00)	(0.00)
DIVIDEND

BOARD EVALUATION

Y our Directors have evalueated the quality, quantity and timeliness of the flow of information between the Management and the Board, performance of the board as a whole and its members and other required matters.

MEETINGS OF THE BOARD

The Board met 5 times on 18.05.2022, 26.08.2022, 05.09.2022, 15.11.2022 & 24.03.2023 during the year. The names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the Last Annual General Meeting and number of companies in which the Director is a member or its committee are as follows:

DIRECTORS

There was no change in composition of Board of Directors of the company during the period.

Mr. Sunil Dutt (DIN01514028) who retires by rotation and being eligible, offers himself for re-appointment.

COMMITTEES OF THE BOARD

Pursuant to the compulsory delisting of our company from the stock exchange, the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchange(s) are no more relevant to the Company and hence, no Committees of the Board were constituted for the current year.

DIRECTORS RESPONSIBILTY STATEMENT

As required under section 134 of the Companies Act,2013, the Directors hereby confirm:

1.That in the preparation of annual accounts for the financial year ended 31^st March, 2023 the applicable Accounting

Standards had been followed along with proper explanation relating to material departures.

2.That they 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 at the end of the financial year and of the profit / loss for the year under consideration.

3.That they 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.

4.That they have prepared the annual accounts of the Company for the financial year ended 31^st March, 2023 on a going concern basis.

RELATED PARTY TRANSACTION

The transaction with related party entered into by the Company are periodically placed before the Board of Directors for its approval. No transaction with the related party is material in nature, in accordance with Companys Related Party Transaction Policy in accordance with Accounting Standard-18 (Related Party Disclosures).

SAFETY AND ENVIRONMENT

The company continues to maintain a good safety record. The manufacturing unit of the company is environment friendly and maintains all safety standards.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No employee of the Company drawing remuneration in excess of the set limits in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and no commission is being drawn by the Managing Director and Whole Time Director as well as the other directors from the Company.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits from public.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I &II and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to this section.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act,

2013 during the year under review and hence the said provision is not applicable.

ADDITIONAL INFORMATION

Due to disruptions of Covid-19, the Exit Offer by the company was extended for another year to facilitate the share holders who want to opt for it.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure III and is attached to this Report.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the creditors, investors, professionals, Government Authorities, Banks and the Management Team and look forward to their continued support in the future. The Directors also wish to place on record their appreciation for the all round Co-operation and contribution made by the employees at all levels.

For & On behalf of the Board of Directors of

Vogue Textiles Limited

Sunil Dutt

(Chairman)

Place : New Delhi

Date : 29thAugust, 2023