DIRECTORS' REPORT To, The Members, Vandana Knitwear Limited (Formerly known as 'Trendy Knitwear Limited') 1. Your Directors have pleasure in submitting their Report for the year ended 31st March, 2015: 1. FINANCIAL PERFORMANCE Mr. Babulal Jain, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers himself for re-appointment. 2. STATE OF COMPANY'S AFFAIRS: The net revenue from the operations of the Company decreased from Rs. 468 lacs to Rs. 416 Lacs. The Profit before tax for the year is Rs. 16.99 Lacs as against Rs. 20.95 Lacs of previous year. 3. DIVIDEND Following the conservative approach to retain profits, your directors did not recommend payment of any dividend for the financial year 2014-15. 4. DECLARATION OF INDEPENDENCE BY DIRECTORS All the Independent Non-Executive Directors of the Company, have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" ofVANDANA KNITWEAR LIMITED. 5. MANAGEMENT AND BOARD OF DIRECTORS During the year, Ms. Bhuneshwari was appointed as an Additional Director on the Board of the company w.e.f. 30.03.2015, and subject to the approval of the members at the ensuing Annual General Meeting her appointment is being regularized as Executive Director on the terms and conditions as mentioned in the resolution in the Notice. 6. AUDITORS > Statutory Auditors As per the provisions of Section 139 of the Companies Act, 2013, M/s S. N. Kabra & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company till the conclusion of the 22nd Annual General Meeting (AGM) to be held in the year 2017, subject to the ratification of their appointment at every AGM. As such the appointment of M/s S. N. Kabra & Co. as the statutory auditors of the Company has been put forth in the ensuing Annual General Meeting. The Company had received letters from M/s S. N. Kabra & Co., Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Act. The qualifications/observations of the Auditors are self-explanatory and explained / clarified wherever necessary in appropriate notes to Accounts. > Secretarial Auditor As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company. In consonance with the requirements of Section204 of the Companies Act, 2013 and rules made thereunder, Ms. Sunita Agarwal, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15. An Secretarial Audit Report issued by Ms. Sunita Agarwal, Practicing Company Secretary, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given as an Annexure to this Report. The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments. The Board has re-appointed Ms. Sunita Agarwal, Practicing Company Secretary, as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16. > Internal Auditor As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company. In consonance with the aforementioned, M/s Ajay Gangrade & Co. Chartered Accountants, Indore was appointed to conduct the Internal Audit of the Company for the financial year 2014-15. The Internal Audit report for the financial year ended 31st March, 2015 is self-explanatory and does not call for any further comments. The Board re-appointed M/s Ajay Gangrade & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2015 -16. 7. RELATED PARTY TRANSACTIONS All the related party transactions that were entered during the financial year are done on arm's length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure to this Report. 8. FIXED DEPOSITS The Company has not invited or accepted any fixed deposit from the public during the year under review. 9. CORPORATE GOVERNANCE In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange, a Separate Report on Corporate Governance along with Auditors' Certificate confirming Compliance is attached to this report. 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, on conservation of energy and technology absorption are not applicable hence no disclosure is being made in this regard. During the year, there were no foreign exchange earnings and outgo as per notes to accounts. 11. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; ii. 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 at the end of the financial year and of the profit and loss of the company for that period; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors have prepared the annual accounts on a going concern basis; v. 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 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. 12. LISTING FEES The shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Listing Fee for the year 2014-15 had been duly paid. 13. ENVIRONMENT AND POLLUTION CONTROL: The term relating to compliance with all relevant statutes relating to the environment and pollution control in the area of environment are not applicable. 14. CODE OF CONDUCT COMPLIANCE: Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Babulal Jain, Chief Executive Officer, affirming compliance with the Code of Conduct by the Director's and senior management personnel, for the financial year 2014-15 is annexed and forms part of the Directors and Corporate Governance Report. 15. WHISTLE BLOWER POLICY As required under section 177(9) of the Companies Act read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 , 2013 and Clause 49 of the Listing Agreement, company has established a vigil mechanism for their directors and employees to report their genuine concerns or grievances. It provides mechanism for the directors and employees to report violations without fear of victimization of any unethical behavior, suspected or actual fraud, violation of the code of conduct etc. which are detrimental to the organization's interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. The directors in all cases and employees in appropriate or exceptional cases will have direct access to the Chairman of the Audit Committee. The said Policy is placed on the Company'swebsite www.trendyknitwearlimited.com 15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your 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 in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15: > Number of complaints received: NIL > Number of complaints disposed off: NIL 16. EMPLOYEE REMUNERATION (A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review. (B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report. 17. MANAGEMENT DISCUSSION & ANALYSIS Management Discussions and Analysis Report, forming part of the Directors' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), is presented in a separate section forming part of the Annual Report. 18. EXTRACT OF THE ANNUAL RETURN Relevant extract of annual return in form no. MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure to this Report. 19. CASH FLOW ANALYSIS: In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto. 20. ACKNOWLEDGEMENT Your Board acknowledges with appreciation, the invaluable support provided by the Company's stakeholders, auditors, advisors and business partners, all its customers for their atronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future. BY ORDER OF THE BOARD FOR VANDANA KNITWEAR LIMITED MUKESH GADIYA (CHAIRMAN & MANAGING DIRECTOR) DIN: 03025764 PLACE: HYDERABAD DATE : 14/08/2015 |