To,
THE MEMBERS
VIP CLOTHING LIMITED
The Directors of your Company are pleased to present, the 33rd Annual Report, on the
working and the progress of the Company, along with audited financial statement of the
Company for the financial year ended on March 31, 2023 and report of the Auditors thereon.
FINANCIAL RESULTS
(Rs in Lakhs)
Particulars |
Current Year Ended March 31, 2023 |
Previous Year Ended March 31, 2022 |
| Revenue from operations |
20,063.97 |
18,297.74 |
| Other income |
174.25 |
252.70 |
Total income |
20,238.22 |
18,550.44 |
Less: Total expenditure before finance cost, depreciation & income
tax |
18,802.68 |
17,627.27 |
Profit / (loss) before finance cost, depreciation, exceptional items
and taxes |
1,435.54 |
923.17 |
| Less: Finance cost |
911.84 |
950.30 |
| Profit / (loss) before depreciation, exceptional items and taxes |
523.70 |
(27.13) |
| Less: Depreciation |
306.22 |
384.82 |
| Profit / (loss) before exceptional items & tax |
217.48 |
(411.95) |
| Add / (less): Exceptional items |
613.24 |
-- |
| Profit / (loss) before taxes |
830.72 |
(411.95) |
| Less: Income tax expense: |
|
|
| Current tax |
119.62 |
-- |
| Deferred tax charge / (benefit) |
47.42 |
(190.63) |
| Profit/(loss) for the period before other comprehensive income |
663.68 |
(221.32) |
| Add/(less):Other comprehensive income |
|
|
Re-measurement gains / (losses) on defined benefit plans (net of tax) |
(33.66) |
21.79 |
Fair value of cash flow hedges through other comprehensive income (net
of tax) |
18.45 |
(18.45) |
Total other comprehensive income for the year |
(15.21) |
3.34 |
Total comprehensive income for the year |
648.47 |
(217.98) |
OPERATIONS
Revenue from operations for the financial year 2022-23 stood to 200.64 crore as against
182.98 crore in the previous financial year 2021-22. There was an increase in the revenue
by 10% as compared to the previous year.
The Earnings before interest, tax, depreciation and amortisation (EBITDA) during the
current year stood around 7% as against the 5% in the previous year.
The net profit for the financial year 2022-23, stood around 6.64 crore as against the
net loss of 2.21 crore in the previous financial year 2021-22.
DIVIDEND
The Board has not recommended any dividend on Equity Share Capital for the financial
year ended on March 31, 2023.
TRANSFER TO RESERVE
No amount has been transferred to General Reserve for current and previous financial
year.
SHARE CAPITAL
During the year, there was no change in paid-up capital of the Company.
The Board of Directors at its meeting held on 9 th December, 2022 has approved
preferential issue of upto 1,01,50,000 warrants each convertible into, or exchangeable
for, one equity share within the period of 18 months at a price of 44.50/- each
("Warrants") aggregating upto 45,16,75,000/- to specified Promoter(s) / Promoter
Group and Non-Promoter Persons / Entities (Public) in accordance with the provisions of
Section 42 and Section 62(1)(c) of the Act read with Companies (Prospectus and Allotment
of Securities) Rules, 2014, Chapter V of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, Listing Regulations and such other
acts / rules / regulations as may be applicable and subject to necessary approval of the
members of the Company and other regulatory authorities, as may be applicable. The details
are as under:
Issue size |
Preferential Issue of upto 1,01,50,000 warrants at an Issue price of
44.50/- each aggregating to 45,16,75,000/-. |
| Conversion |
Each warrant convertible into one fully paid up equity share of 2/- each. |
Payment terms |
25% (11.13 per warrant) to be called upfront; and balance 75% (33.37
per warrant) on exercising the conversion option within 18 months from the date of
allotment. |
The members of the Company have given their consent by passing of special resolution
through postal ballot on 10 th January, 2023 approving the aforesaid preferential issue.
THE MEMBERS ARE HEREBY INFORMED THAT, PURSUANT TO THE AFORESAID ALLOTMENT OF WARRANTS
AND CONSEUQENT CONVERSION OF WARRANTS INTO THE EQUITY SHARES, THE STATUS OF EACH OF THE
INVESTOR WHO HAD SUBSCRIBED TO THE AFORESAID ALLOTMENT, SHALL BE SAME AS BEFORE AND AFTER
THE ISSUE / CONVERSION. THE PROMOTER & PROMOTER GROUP INVESTORS
ARE CONTINUE TO BE PROMOTER & PROMOTER GROUP POST ALLOTMENT AS WELL AS CONVERSION
OF WARRANTS INTO EQUITY SHARES AND REMAINING PUBLIC INVESTORS SHALL BE CONTINUE AS PUBLIC
SHAREHOLDERS AND THERE WILL BE NO CHANGE IN CONTROL, WHICH WAS ALREADY DISCLOSED IN THE
POSTAL BALLOT NOTICE ISSUED TO THE MEMBERS OF THE COMPANY.
SUBSIDIARY
As on March 31, 2023, the Company does not have any subsidiary, Joint Ventures and
Associate Companies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company is duly constituted and the Board comprised of
Two Executive Directors and Four Non Executive Directors.
Retirement by rotation
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Sunil J. Pathare (DIN: 00192182), Director of the Company, liable to retire
by rotation at the ensuing Annual General meeting and being eligible have offered himself
for re-appointment.
There were no changes apart from above in Directors or Key Managerial Person.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has
the following Key Managerial Personnel:
Sr. No. |
Name of Director(s) |
Designation |
| 1. |
Mr. Sunil J. Pathare |
Chairman & Managing Director |
| 2. |
Mr. Kapil J. Pathare |
Whole-time Director |
| 3. |
Mr. Devendra Vyas |
Chief Financial Officer |
| 4. |
Mrs. Archana Mungunti |
Company Secretary & Compliance officer |
COMMITTEES OF THE BOARD
Pursuant to the Provisions the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Company has constituted the following
committees:
Audit Committee
Corporate Social Responsibility Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
The details of the Committees of the Board along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report
forming part of this Annual Report FY 2022-23.
BOARD INDEPENDENCE
The Board of the Company as on March 31, 2023 consisted of 6 (Six) Directors out of
which 4 (Four) are Independent Directors and 2 (Two) are Executive Directors.
All the Independent Directors have given declarations that they meet the criteria of
Independence mentioned under Regulation 16(b) of Chapter IV of SEBI's (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act,
2013.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI's (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017, the Board carried out an annual
evaluation of performance of its own and it's Committees and the Directors individually.
At the meeting of Independent Directors held on February 09, 2023 and as per the criteria
specified by SEBI all the relevant factors for evaluating the performance of the
Committees and of the Board was discussed.
NUMBER OF MEETING OF THE BOARD
The Board of Directors met 5 (Five) times during the financial year 2022-23. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. The details of the Board Meetings and the attendance of the Directors are
provided in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company during the year under review
were in the ordinary course of business, on arm's length basis and in accordance with the
provisions of the Act read with the Rules issued thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There were no material related
party transactions during the year under review. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any Loans, Guarantees and also not made any Investments under
Section 186 of the Companies Act, 2013.
PUBLIC DEPOSITS
Your Company has neither invited nor accepted/renewed any "Deposit" from
public within the meaning of the term "Deposits" under the Companies (Acceptance
of Deposits) Rules 2014, as amended from time to time.
UNSECURED BORROWING
The company had outstanding unsecured short term borrowing from the Directors of the
company which has been repaid during the financial year under review and are in adherence
to the provision of the Companies Act, 2013. The details of such borrowing are disclosed
in the Annual Account for F.Y 2022-23 and Note No. 39 forming part of the accounts.
FIXED DEPOSIT
During the year, the Company has not accepted any fixed deposits under the Companies
Act, 2013.
ANNUAL RETURN
Pursuant to sub section (3) of Section 92 of the Companies Act 2013, read with relevant
Rules, the Company is required to place its Annual Return on its website and provide a
link of the same in the Boards' Report.
Annual Return in the prescribed format proposed to be submitted to the Registrar of
Companies for the current financial year is available in the Company's website at
www.vipclothing.in.
CORPORATE SOCIAL RESPONSIBILITY
The details about the initiatives taken by the Company on Corporate Social
Responsibility (CSR) activities during the year are as per the annexure attached to the
Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as
Annexure A to this Report. The policy is available on the website of the Company
www.vipclothing.in.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
The Company has formed a Risk Management Committee in accordance with the requirements
of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015. The Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness.
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of operations. These systems are routinely tested and
certified by Statutory as well as Internal Auditors' and cover all offices, factories and
key business areas, significant audit observations and follow up actions thereon are
reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of
the Company's internal control environment and monitors the implementation of audit
recommendations, including those relating to strengthening of the Company's risk
management systems.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company believes in conducting its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical
behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers
Policy to provide a secure environment and to encourage all employees and Directors of the
Company, Members, customers, vendors and/ or third party intermediaries to report
unethical, unlawful or improper practices, acts or activities in the Company if any and to
prohibit managerial personnel from taking any adverse action against those employees who
report such practices in good faith. The Whistle Blower Policy is available on the website
of the Company at www.vipclothing.in.
NOMINATION AND REMUNERATION 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.
This policy also lays down criteria for selection and appointment of Board Members. The
policy is available on the website of the Company www.vipclothing.in
CORPORATE GOVERNANCE
As per Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance
practice followed by the Company, together with the certificate from Company's Auditors
Confirming the compliance on Corporate Governance forms an integral part of this report.
FAMILIARISATION PROGRAMMES FOR DIRECTORS
Pursuant to Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and
Regulation 25 of the SEBI's (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company familiarizes its Independent Directors on their roles, rights,
responsibilities, nature of the industry in which the Company operates, business model of
the Company and its products as a regular practice.
The details related to directors attending the Familiarisation programmes are available
on the website of the Company www.vipclothing.in.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation
obtained by them, the Directors make the following statement in terms of Section 134(3)
(c) of the Companies Act, 2013 that:
(a) in the preparation of the annual accounts of the Company for the financial year
ended on March 31, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
(b) 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 March 31, 2023 and of the Profit of
the Company for the year ended on March 31, 2023;
(c) 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;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS
M/s. MSKA & Associates, Chartered Accountants, Mumbai, [Firm Registration No.
105047W], the Statutory Auditors of the Company, were appointed by the Shareholders at
their meeting held on September 24, 2021 for a period of 5 years i.e. up to conclusion of
Thirty Sixth Annual General Meeting.
Accordingly, the Auditors have given the audit report for the year ended on March 31,
2023. The said Auditors' Report does not contain any qualifications, reservations or
adverse remarks.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
During the year under review, There have been no instances of any fraud reported by the
statutory auditors under section 143(12) of Companies Act 2013 and the Rules made
thereunder to the Audit Committee of the Board.
COST RECORD AND COST AUDIT
There has been no notification till date, covering our industry for the purpose of
maintenance of Cost Accounting Records and Cost Audit for the financial year 2022-23.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/S. RS & MP Associates, Company Secretaries to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year ended on March 31, 2023 is appended as Annexure B to this Report.
The qualification, reservation or adverse remark or disclaimer made by the Secretarial
Auditors in its report are self explanatory and therefore, there are no further
explanations to be provided for in this report.
STATUTORY INFORMATION
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Account) Rules, 2014 is given in Annexure C to this report.
The information required under Section 197(12) of the Companies Act, 2013 read with Sub
Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and forming part of the Directors Report for the year ended on
March 31, 2023 is given in a separate Annexure - D to this Report.
None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs
per annum or Rupees Eight Lakhs and Fifty Thousand per month during the year under review.
None of the employees listed in the said Annexure are a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two per cent of the Equity Shares of the Company.
The Business Responsibility Reporting as required by Regulation 34(2)(f) of Chapter IV
of SEBI's (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not
applicable to your Company for the financial year ending on March 31, 2023.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders were passed by the Regulators/Courts/Tribunals
during the year which would impact the going concern status of the Company's future
operations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
THAT OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AS ON
THE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of the Company
occurred during the financial year to which these financial statements relate as on the
date of this report.
CREDIT RATING
The Credit Rating rationale as on January 27, 2023, CRISIL has affirmed the following
rating with respect to the Credit Bank Facilities availed by the Company as follows;
| Total Bank Loan Facilities Rated |
123.4 Crores |
| Long Term Rating |
CRISIL BB/Stable (Reaffirmed) |
| Short Term Rating |
CRISIL A4+ (Reaffirmed) |
LISTING
Equity shares of the Company are listed on the BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE) and listing fees have been paid accordingly.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company strongly believes in providing a safe and harassment free workplace for
each and every individual working for the Company through various interventions and
practices. It is the continuous endeavour of the Management of the Company to create and
provide an environment to all its employees that is free from discrimination and
harassment including sexual harassment. The Company has constituted Internal Complaints
Committee (ICC).
During the year under review, no complaints pertaining to sexual harassment were
received by the Committee.
SAFETY, HEALTH & ENVIRONMENT
Your Company is committed to maintain its efforts in providing a safe working
environment to its employees. At the same time, we are keeping our plants operational and
thus, trying to contribute towards the restoration of the economic activity and provide
earnings to labour and staff.
HUMAN RESOURCE
The Company takes pride in the commitment, competence and dedication shown by its
employees in all areas of business.
Employees are considered to be team members being one of the most critical resources in
the business which maximize the effectiveness of the Organization.
Human resources build the Enterprise and the sense of belonging would inculcate the
spirit of dedication and loyalty amongst them towards strengthening the Company's Polices
and Systems. The Company takes various HR initiatives to align the HR policy to the
growing requirements of Business. Your Company regularly conducts technical and safety
training programmes.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations is provided in a separate section and forms an
integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
The Directors of your Company acknowledge with deep sense of appreciation the
encouragement, support and cooperation received by the Company from its Bankers viz. State
Bank of India, IDBI Bank Limited, HDFC Bank Limited and BSE Limited, National Stock
Exchange of India Limited, Members; Suppliers and Esteemed Customers of the Company.
CAUTIONARY STATEMENT
Statement made in the Annual Report including those stated under the caption
"Management Discussion and Analysis" describing the Company's plan, projections
and expectations may constitute "forward looking statement" within the meaning
of applicable laws and regulations. Actual results may differ materially from those either
expressed or implied.
|
For and on behalf of the Board |
|
Sunil J. Pathare |
Place: Mumbai |
Chairman & Managing Director |
Date: May 26, 2023 |
(DIN: 00192182) |
