Vippy Spinpro Ltd.

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

NOTICE

Notice is hereby given that the 27[th] Annual General Meeting of the Members of the Company will be held on Monday, 30[th] day of September, 2019 at 9.30 a.m. at Hotel Amar Vilas,1 Chandra Nagar, A,B. Road, Opp. Sony World, Indore-452010 (M.P.) to transact the following business:

ORDINARY BUSINESS

To receive, consider and adopt the Audited Financial Statement of the Company for the year ended 31[st] March, 2019 and Reports of the Board of Directors and Auditors thereon, and in this regard, to consider, and if thought fit, to pass, with or without modification(s), if any, the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Financial Statement of the Company for the financial year ended 31[st] March, 2019 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

To appoint a Director in place of Shri Praneet Mutha (DIN-00424250) who retires by rotation and being eligible, offers himself for re-appointment, and in this regard, to consider, and if thought fit, to pass, with or without modification(s), if any, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013, Shri Praneet Mutha (DIN-00424250), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS

To approve the remuneration of Cost Auditors for the financial year ending 31[st] March, 2020, and in this regard, to consider, and if thought fit, to pass with or without modification(s), if any, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s M. Goyal & Co., Cost Accountants, Jaipur (Registration No.000051) appointed as Cost Auditors of the Company by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending 31[st] March, 2020, be paid the remuneration of ` 25000/-(Rupees Twenty Five Thousands Only) in addition to out of pocket and/ or travelling expenses as may incur in carrying out their duties as such Cost Auditors, and the same is hereby ratified and approved.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

To consider, and if thought fit, to pass, with or without modification(s), if any, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, the consent of the Members be and is hereby accorded for the re-appointment of Shri Mangalore Maruthi Rao (DIN-00775060), as a Whole Time Director for a period of two (2) years w.e.f 28.10.2018.

RESOLVED FURTHER THAT Shri Mangalore Maruthi Rao being the Whole Time Director of the Company shall be entitled to get a remuneration of ` 35000/-(Rupees Thirty Five Thousand) per month.

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VIPPY SPINPRO LTD.

RESOLVED FURTHER THAT Shri Mangalore Maruthi Rao,Whole Time Director shall not be entitled to get any sitting fee for attending any meeting of the Board of Directors or a committee thereof.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to increase, reduce, alter or vary the terms of remuneration in such manner from time to time as the Board may deem fit within the limits specified in Schedule V of the said Act, as existing or as amended, modified or re-enacted from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and other things, as they may in their absolute discretion deem necessary expedient usual and proper.”

To consider, and if thought fit, to pass, with or without modification(s), if any, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197,198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013, (including any statutory modifications or reenactments thereof, for the time being in force), the consent of the Members be and is hereby accorded for the re-appointment of Shri Piyush Mutha (DIN-00424206), as a Managing Director for the period of One (1) year with effect from 01.04.2019 to 31.03.2020 on the terms and conditions of appointment including remuneration as mentioned in the explanatory statement annexed to the notice convening this meeting.

RESOLVED FURTHER THAT the remuneration as set out in the explanatory statement be paid as minimum remuneration to Shri Piyush Mutha.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to increase, reduce, alter or vary the terms of remuneration in such manner from time to time as the Board may deem fit .

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors be and is hereby authorised to do all such act, deeds, matters and other things, as they may in their absolute discretion deem necessary expedient usual and proper.”

To consider, and if thought fit, to pass, with or without modification(s), if any, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules framed thereunder read with Schedule IV to the Act and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Subhash Kocheta (DIN-00590610), who was appointed as an Independent Director and who holds office of Independent Director up to the conclusion of this Annual General Meeting and being eligible, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.”

To consider, and if thought fit, to pass, with or without modification(s), if any, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules framed thereunder read with Schedule IV to the Act and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Raghuram Krishnamurthy (DIN-00776063), who was appointed as an Independent Director and who holds office of Independent Director up to the conclusion of this Annual General Meeting and being eligible, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.”

VIPPY SPINPRO LTD. 27[th ] Annual Report & Accounts 2018-19

To consider, and if thought fit, to pass, with or without modification(s), if any, the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules framed thereunder read with Schedule IV to the Act and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Mohan Jain (DIN-00395584), who qualifies for being appointed as an Independent Director and being eligible, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years on the Board of the Company.”

By Order of the Board of Directors For Vippy Spinpro Ltd. Place: Dewas Date: 28[th] May, 2019 Piyush Mutha CIN: L01710MP1992PLC007043 Managing Director Registered Offic:414, City Centre ,570, M.G. Road, (DIN-00424206) Indore- 452001 (M.P.) Tele: 0731-2546710 Email: [email protected], website: www.vippyspinpro.com

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VIPPY SPINPRO LTD.

Notes:

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
The instrument appointing proxy should be deposited at the registered office of the Company not less than 48 hours before commencement of the meeting.
The register of members and share transfer books will remain closed from Tuesday, 24th day of September, 2019 to Monday, 30th day of September, 2019 (both days inclusive) for the purpose of Annual General Meeting.
Members/proxies who wish to attend the meeting are requested to bring the attendance slip duly filled and deliver the same at the entrance of the Meeting Hall.
Members who hold the shares in dematerialized form are requested to bring details of their DP and client ID number for easier identification and attendance at the meeting.
Corporate Members intending to send their authorized representative are requested to send a duly certified copy of Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting.
The route map showing directions to reach the venue of the 27[th] AGM is annexed.
In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
The Notice of the AGM along with the Annual Report 2018-19 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice and the Annual Report 2018-19 will also be available on the Company’s website viz. www.vippyspinpro.com
Resolution(s) passed by Members through remote e-voting is/are deemed to have been passed as if they have been passed at the AGM.
Mr. Shilpesh Dalal, Practicing Company Secretary appointed as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.
The Company is providing facility for voting by electronic means and the business set out in the Notice will be transacted through such voting.
The facility for voting, either through electronic voting system or polling paper shall also be made available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM.
Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again. The Members who have cast their vote(s) by using remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
Members are requested to notify immediately any change of address to their depository Participant (DPs) in respect of their electronic share accounts and to the Company’s Registrar and Share Transfer Agent (RTA), M/s. Ankit Consultancy Pvt. Ltd., 60, Electronic Complex, Pardeshipura, Indore-452010(M.P.), in respect of their physical share folio, if any.

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VIPPY SPINPRO LTD.

Members are requested to bring their copies of Annual Report at the time of attending the Meeting.
The Scrutinizer shall, after the conclusion of voting at the Annual General Meeting, not later than two days of conclusion of the meeting, submit a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of voting forthwith.
The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website: www. vippyspinpro.com and on the website of CDSL www.evotingindia.com within two days of the passing of the Resolutions at the Annual General Meeting of the Company and also be communicated to BSE Limited, where the shares of the Company are listed.
The relevant details of the Director seeking appointment/re-appointment (Pursuant to regulation 36 of SEBI (Listing Obligations and Disclosure requirements) Regulation 2015, are forms part of this Notice.
In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice.

The Company has entered into an arrangement with Central Depository Services (India) Limited for facilitating e-voting for AGM.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Friday, 27[th] day of September, 2019 at 9.00 a.m. and ends on Sunday, 29[th] day of September, 2019 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the Monday, 23[rd] day of September, 2019 as cutoff date/ (record date) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com
(iii) Click on Shareholders / Members.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

(vii) If you are a first time user follow the steps given below:

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For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/
Depository Participant are requested to use the first two letters of their
name and the 8 digits of the sequence number in the PAN field.
• In case the sequence number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the
name in CAPITAL letters. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN field
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Details as recorded in your demat account or in the company records in order to
OR login.
Date of Birth (DOB) • If both the details are not recorded with the depository or company
please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (iv).
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(viii) After entering these details appropriately, click on “SUBMIT” tab..
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for the Vippy Spinpro Ltd. on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

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VIPPY SPINPRO LTD.

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
xx. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected]

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No.3

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the M/s M. Goyal & Co., Cost Accountants, Jaipur (Registration No.000051) as Cost Auditors of the company to conduct the audit of cost records of the Company for the financial year 2019-2020 at a remuneration of ` 25000/(Rupees Twenty Five Thousands Only) in addition to out of pocket and/or travelling expenses as may incur in carrying out their duties as such Cost Auditors. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company.

None of the Directors/Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, financially or otherwise in the aforementioned resolution.

The Board of Directors recommends the said resolutions set out at item no. 3 of the notice for your approval by Ordinary Resolution.

Item No.4

The tenure of Shri Mangalore Maruthi Rao has expired on 27[th] October, 2018. The Nomination & Remuneration Committee has considered and recommended to the Board of Directors for re-appointment of Shri Mangalore Maruthi Rao as Whole Time Director w.e.f. 28[th] October, 2018 for further period of 2 (two) years on remuneration of ` 35,000/- per month.

He has practical working experience in various leading textiles mills since 1964. He has in depth experience in cotton industries. The Board of Directors of the Company is of the opinion that under the direction of Shri Mangalore Maruthi Rao, the Company has benefited overall. Hence the Board of Directors decided in their meeting held on 20.10.2018 to re-appoint him as Whole Time Director of the Company w.e.f. 28[th] October, 2018 for further period of 2 (two) years subject to approval of shareholders.

Except Shri Mangalore Maruthi Rao himself, none other Directors/Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the aforementioned resolution.

The Board of Directors recommends resolution, as set out in item No. 4 of the notice for your approval by Special Resolution as required in Part I of Schedule V of the Companies Act, 2013 read with section 196 of the Companies Act, 2013, because Shri Mangalore Maruthi Rao has attended the aged 81 years.

Item No.5

The Nomination and Remuneration Committee has considered and approved the terms, conditions including remuneration and recommended to the Board of Directors for the re-appointment of Shri Piyush Mutha (DIN00424206) as a Managing Director for the period of One (1) year with effect from 01.04.2019 to 31.03.2020. The Board of Directors has considered that under his dynamic leadership, initiatives and directions, the Company has benefited in its overall operations since he is managing Director of the Company. He is the key factor behind the overall growth and success of the Company. His devotion, vision and experience are essential for the continuing growth of the Company. The Board of Directors at their meeting held on 23.03.2019, subject to approval of members in ensuing annual general meeting, approved re-appointment of Shri Piyush Mutha as a Managing Director on the following terms and conditions including remuneration:

Basic Salary: ` 7,50,000/- (Rupees Seven Lakhs Fifty Thousands) per month.
Perquisites:
(i) Expenses pertaining to Gas, Electricity, Water, Furnishings and other utilities including repairs will be borne/reimbursed by the Company on actual and subject to maximum ` 2,00,000/- per annum.

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VIPPY SPINPRO LTD.

(ii) Medical Reimbursement: Reimbursement of medical expenses including insurance premium for medical incurred for self and family not exceeding ` 2,00,000/- per annum.
(iii) Club Fees: Fees in respect of two clubs not exceeding ` 50,000/- per annum.
(iv) Personal Accident Insurance: Premium not exceeding ` 25,000/- per annum.
(v) Assignment of Insurance Policy: Assignment of Insurance Policy in favour of Shri Piyush Mutha, if any, subject to maximum amount ` 5,00,000/- per annum.

All the above Perquisites shall be interchangeable, i.e. any excess in a particular Perquisites & benefit may be permissible by a corresponding reduction in one or more of the other Perquisite(s).

Shri Piyush Mutha shall entitled to the following other perquisites which shall not be considered in computing the value of Perquisites:
(i) Telephone: Free Telephone and mobile facility at residence for official use.
(ii) Car with Driver: Free use of Car with driver for official use.
In addition to the Perquisites as aforesaid, Shri Piyush Mutha shall also be entitled to the following benefits which shall not be considered for the purpose of calculation of the maximum permissible remuneration:
(i) Contribution to provident fund, superannuation fund to the extent not taxable under the Income Tax Act 1961, and Gratuity as per rules of the Company.
(ii) Encashment of leave at the end of tenure to the extent not taxable under the Income Tax Act 1961.
Reimbursement of expenses: Reimbursement of all expenses incurred by Shri Piyush Mutha during the course of and in connection with the business of the Company.
Sitting Fee: No Sitting Fee shall be paid to Shri Piyush Mutha for attending the Meetings of Board of Directors of the Company or any Committees thereof;
Shri Piyush Mutha shall be entailed to get any loan from the Company as per rules of the Company.

Shri Piyush Mutha is interested in the resolution set out at item No.5 of the Notice as a Managing Director and also interested to the extent of his shareholding interest in the Company. Shri Praneet Mutha, Director, being relative is interested in the resolution and also interested to the extent of his shareholding interest in the Company.

The Promoter and Promoter Group, Piyush Mutha HUF, and Mrs. Usha Mutha, Mrs. Priti Mutha & Mr. Parth Mutha being relatives of Shri Piyush Mutha, are interested to the extent of shareholding interest in the Company.

Save and except the above none of the other Directors/Key Managerial Personnel of the Company and their relatives are, in any way concerned or interested, financially or otherwise in the aforementioned resolution.

The Board of Directors recommends resolution, as set out in item No. 5 of the notice for your approval by Special Resolution as required in section II of Part II of Schedule V of the Companies Act, 2013 because the said remuneration exceeds the limits as specified in section II of Part II of Schedule V of the Companies Act, 2013.

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VIPPY SPINPRO LTD.

The statement containing required information as required in section II of Part II of Schedule V of the Companies Act, 2013.

I. GENERAL INFORMATION

Nature of Industry: The Company is engaged in manufacturing of cotton yarn.
Date or expected date of commencement of commercial production:
The Company had commenced commercial production on 18[th] October, 1993.
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable
Financial performance based on given indicators:

(In ` Lakh)

Financial year ended	March 31, 2019	March 31, 2018
Income
Revenue from Operations	11355.48	10515.47
Other Income	33.61	47.85
Total Revenue	11389.09	10563.32
Proft before fnance cost, depreciation & amortization, and tax	912.75	784.10
Less: Finance Costs	103.15	97.15
Less: Depreciation and amortization expenses	210.29	194.60
Proft before Tax	599.31	492.35
Less: Tax Expenses	151.92	149.61
Proft after tax for the year	447.39	342.74
Other Comprehensive Income/(Loss) for the year	(4.64)	(7.65)
Total Comprehensive Income for the year	442.75	335.09

Foreign Investments or Collaborators if any: N.A.

II. INFORMATION ABOUT THE APPOINTEE

Background Details: Shri Piyush Mutha is B.E. and MBA. Shri Piyush Mutha is Director of the Company since 1[st] April, 1992. He is a Managing Director of the Company since 1[st] May 2001. He has over 26 years of experience in the industry and business. He is skillfully steering the Company business during his tenure.
Past Remuneration: The total remuneration including perquisites paid to Shri Piyush Mutha during the period 01.04.2017 -31.03.2018 and 01.04.2018-31.03.2019 was 8297026/- & 9784282/- respectively.
Recognition or awards: Nil.
Job Profile and his suitability: Shri Piyush Mutha exercises substantial power of management subject to the superintendence, control and direction of the Board of Directors of the Company. He is responsible for the operations and affairs of the Company. He has rich experience in conceptualizing, planning, directing and implementing business decision and translates them in terms of business growth. Under his dynamic leadership, initiatives and directions, the Company has benefited in its overall operations. He is the key factor behind the overall growth and success of the Company. His devotion, vision and experience

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VIPPY SPINPRO LTD.

are essential for continuing growth of the Company. Taking into consideration his qualifications and experience, Shri Piyush Mutha is best suited for the responsibilities assigned to him.

Remuneration Proposed: As stated in the explanatory statement at item no. 5 of the notice.
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person: Taking into consideration the size of the Company, the profile of the appointee, the remuneration proposed is commensurate with the remuneration packages paid to similar level appointees in similar cotton yarn companies operating in India.
Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any: Shri Piyush Mutha is one of the promoters of the Company and he is holding 8.89% shares of the Company. Apart from this, he doesn’t have any other pecuniary transactions with Company except by way of drawing remuneration during employment with the Company. Shri Piyush Mutha is interested as a Managing Director and also interested to the extent of his shareholding interest in the Company. Shri Praneet Mutha, Director, being relative is interested and also interested to the extent of his shareholding interest in the Company.

III. OTHER INFORMATION

Reasons of loss or inadequate profits: external and unexpected circumstances beyond the control of management, viz, general economic meltdown, fluctuation in price of raw material, sharp volatility in the prices of textiles products and other factors putting pressure on profits of the Company.
Steps taken or proposed to be taken for improvement: Company has taken the following steps for improvement in performance:
(i) Development of New Export Markets
(ii) Focus on Value added product
(iii) Training program for employees
(iv) Continuous product development and cost reduction
Expected increase in productivity and profits in measurable terms: With the aforesaid measures taken by the Company, the productivity and profitability of the Company is expected to increase in coming years.

IV. DISCLOSURES

The required disclosures have been made in Report on Corporate Governance forms part of Director’s Report.

Item No.6 and 7

Shri Subhash Kocheta (DIN-00590610) and Shri Raghuram Krishnamurthy (DIN-00776063) were appointed as the Independent Directors of the Company pursuant to Section 149 and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and the applicable provisions of the erstwhile Listing Agreement with the Stock Exchanges, to hold office for 5 consecutive years for a term upto the conclusion of the 27[th] Annual General Meeting of the Company.

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VIPPY SPINPRO LTD.

desirable to continue to avail their services as Independent Directors. Accordingly, it is proposed to re-appoint Shri Subhash Kocheta and Shri Raghuram Krishnamurthy as Independent Directors of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

Shri Subhash Kocheta and Shri Raghuram Krishnamurthy have given their consent to act as Independent Directors of the Company and have furnished necessary declarations to the Board of Directors that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further as per the declarations received by the Company Shri Subhash Kocheta and Shri Raghuram Krishnamurthy, they are not disqualified to be re-appointed as Directors under Section 164 of the Companies Act, 2013 and they have given their consent to act as Directors of the company.

Shri Subhash Kocheta and Shri Raghuram Krishnamurthy do not hold by themself or for any other person on a beneficial basis, any shares in the Company. They are not related to any other Director of the Company.

In the opinion of the Board, Shri Subhash Kocheta and Shri Raghuram Krishnamurthy fulfils the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for re-appointment as Independent Directors and they are independent from the management.

Copy of draft letter of appointment setting out the terms and conditions of appointment is available for inspection by the members at the registered office of the Company.

Except Shri Subhash Kocheta and Shri Raghuram Krishnamurthy with regard to their respective re-appointment none of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, whether financially or otherwise, in the resolutions as set out at Item Nos. 6 and 7 of the Notice

The Board of Directors recommends the said resolutions set out at item nos. 6 and 7 of the notice for your approval by Special Resolution.

Item No.8

Shri Mohan Jain (DIN-00395584) was appointed as the Independent Directors of the Company pursuant to Section 149 and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and the applicable provisions of the erstwhile Listing Agreement with the Stock Exchanges, to hold office for 5 consecutive years for a term upto the conclusion of the 27[th] Annual General Meeting of the Company. However, Shri Mohan Jain resigned as non-executive director of the Company w.e.f. 01.04.2019 since he attained 79 years of age so as to comply with Regulation 17 (1A) of SEBI (LODR) Regulations, 2015.

Based on the recommendation of the Nomination and Remuneration Committee, the Board considered that, given their background and experience and contributions made by them during their tenure, the association of Shri Mohan Jain would be beneficial to the Company and it is desirable to avail his services as Independent Director. Accordingly, it is proposed to appoint Shri Mohan Jain as Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years on the Board of the Company.

Shri Mohan Jain has given his consent to act as Independent Director of the Company and furnished necessary declarations to the Board of Directors that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further as per the declarations received by the Company Shri Mohan Jain are not disqualified to be appointed as Director under Section 164 of the Companies Act, 2013 and he has given his consent to act as Director of the company.

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

Shri Mohan Jain does not hold by himself or for any other person on a beneficial basis, any shares in the Company. He is not related to any other Director of the Company.

In the opinion of the Board, Shri Mohan Jain fulfils the conditions specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for appointment as Independent Director and he is independent from the management.

Copy of draft letter of appointment setting out the terms and conditions of appointment is available for inspection by the members at the registered office of the Company.

Shri Mohan Jain has attained the age of eighty years. Accordingly, approval of the members is sought for passing a Special Resolution for appointment of Independent Director above the age of seventy five years pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Except Shri Mohan Jain with regard to his appointment none of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, whether financially or otherwise, in the resolutions as set out at Item Nos. 8 of the Notice.

The Board of Directors recommends the said resolutions set out at item no. 8 of the notice for your approval by Special Resolution.

Details of the Directors seeking appointment/re-appointment in the Annual General Meeting as required under regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as follows:

1.) Shri Praneet Mutha

	Name of Director	Shri Praneet Mutha
	Director Identifcation Number	00424250
	Date of Birth	11.09.1971
	Nationality	Indian
	Date of Appointment	19.12.2000
	Qualifcation	M.Com
	Expertise in specifc functional area	He has vast experience in the feld of Finance and Marketing. He has more than 23 years experience in cotton industryand other industries.
	Disclosure of relationship between directors inter-se	He is brother of Shri Piyush Mutha, Managing Director of the Company
	Name of other listed companies in which he holds directorship	NIL
	Chairmanship/Memberships of Committees of the other listed companies in which he is Director	NIL
	Number of Shares held in the Company	521050

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

2.) Shri Mangalore Maruthi Rao

Shri Mangalore Maruthi Rao
Name of Director	Shri Mangalore Maruthi Rao
Director Identifcation Number	00775060
Date of Birth	30.01.1938
Nationality	Indian
Date of Appointment	28.10.2002
Qualifcation	B.Sc. in Textile
Expertise in specifc functional area	He has over 55 year practical experience in the area of textiles.
Disclosure of relationship between directors inter-se	NIL
Name of other listed companies in which he holds directorship	NIL
Chairmanship/Memberships of Committees of the other listed companies in which he is Director	NIL
Number of Shares held in the Company	NIL

3.) Shri Piyush Mutha

Shri Piyush Mutha
Name of Director	Shri Piyush Mutha
Director Identifcation Number	00424206
Date of Birth	23.04.1969
Nationality	Indian
Date of Appointment	01.04.1992
Qualifcation	BE, MBA.
Expertise in specifc functional area	He has over 26 years experience in the cotton industry and business. He has rich experience in conceptualizing, planning, directing and implementingbusiness decision.
Disclosure of relationship between directors inter-se	He is brother of Shri Praneet Mutha, Director of the Company
Name of other listed companies in which he holds directorship	NIL
Chairmanship/Memberships of Committees of the other listed companies in which he is Director	NIL
Number of Shares held in the Company	521750

4.) Shri Subhash Kocheta

Shri Subhash Kocheta
Name of Director	Shri Subhash Kocheta
Director Identifcation Number	00590610
Date of Birth	01.09.1946
Nationality	Indian
Date of Appointment	29.09.2014

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

VIPPY SPINPRO LTD.	27thAnnual Report & Accounts 2018-19
Qualifcation	M.Com
Expertise in specifc functional area	He has 39 years of experience in Finance, Trade and Industry.
Disclosure of relationship between directors inter-se	NIL
Name of other listed companies in which he holds directorship	NIL
Chairmanship/Memberships of Committees of the other listed companies in which he is Director	NIL
Number of Shares held in the Company	NIL

5.) Shri Raghuram Krishnamurthy

Shri Raghuram Krishnamurthy
Name of Director	Shri Raghuram Krishnamurthy
Director Identifcation Number	00776063
Date of Birth	06.09.1969
Nationality	Indian
Date of Appointment	29.09.2014
Qualifcation	B.E. in Electronics & MBA
Expertise in specifc functional area	He has over 29 years vast experience in the feld of technical, Commercial, Finance and various other areas.
Disclosure of relationship between directors inter-se	NIL
Name of other listed companies in which he holds directorship	NIL
Chairmanship/Memberships of Committees of the other listed companies in which he is Director	NIL
Number of Shares held in the Company	NIL

6.) Shri Mohan Jain

Shri Mohan Jain
Name of Director	Shri Mohan Jain
Director Identifcation Number	00395584
Date of Birth	28.04.1939
Nationality	Indian
Date of Appointment	NA
Qualifcation	M.Com
Expertise in specifc functional area	He has 54 years experience in fnance, production and marketingin textile sector.
Disclosure of relationship between directors inter-se	NIL
Name of other listed companies in which he holds directorship	NIL
Chairmanship/Memberships of Committees of the other listed companies in which he is Director	NIL
Number of Shares held in the Company	NIL

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

Route Map-Venue of 27[th] Annual General Meeting of the Company

==> picture [397 x 513] intentionally omitted <==

VIPPY SPINPRO LTD. CIN: L01710MP1992PLC007043 27[th ] Annual Report & Accounts 2018-19 ~~Regd. Offce: 414, City Centre, 570,M.G. Road, Indore-452001, Madhya Pradesh~~ Email:[email protected] Website:www.vippyspinpro.com, Phone:91-731-2546710.

Proxy Form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule (19)(3) of the Companies (Management and Administration) Rules, 2014]

Name of Member(s):

Registered Address:

E-mail Id:

Folio No./Client Id:

DP ID:

I/We, being the member(s) of shares of the Vippy Spinpro Ltd., hereby appoint 1. Name ~~:~~ , Address:- ~~,~~ E-mail Id ~~: ,~~ Signature ~~: ,~~ or failing him , 2. Name ~~:~~ , Address:- ~~,~~ E-mail Id ~~: ,~~ Signature ~~: ,~~ or failing him , 3. Name ~~:~~ , Address:- ~~,~~ E-mail Id ~~: ,~~ Signature ~~: ,~~ or failing him ,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27[th] Annual General Meeting of the Company, to be held on the Monday, 30[th] day of September, 2019 at 9.30 a.m. at Hotel Amar Vilas,1 Chandra Nagar, A,B. Road, Opp. Sony World, Indore-452010 (M.P.), India and at any adjournment thereof in respect of such resolutions are indicated overleaf

~~~~

Vippy Spinpro Ltd.

CIN: L01710MP1992PLC007043 Regd. Office: 414, City Centre, 570,M.G. Road, Indore-452001, Madhya Pradesh Email:[email protected] Website:www.vippyspinpro.com, Phone:91-731-2546710..

ATTENDANCE SLIP

27[th] Annual General Meeting on Monday, 30[th] day of September, 2019, at 9.30 a.m

At Hotel Amar Vilas, 1 Chandra Nagar, A.B. Road, Opp. Sony World, Indore - 452010 (M.P.)

Folio No. DP ID No. Client ID No.

Name of the Member ~~S~~ ignatur ~~e~~ Name of the Proxy holder ~~S~~ ignature

I/We hereby record my/our presence at the 27[th] Annual General Meeting of the Company at 9.30 a.m. at Hotel Amar Vilas, 1 Chandra Nagar, A.B. Road, Opp. Sony World, Indore - 452010 (M.P.), India

*Applicable for members holding shares in electronic form.
Only Member/Proxy holder can attend the meeting

~~2. Member/Proxy holder should bring his/her copy of the Annual Report for reference at the Meeting.~~ 110

27[th ] Annual Report & Accounts 2018-19

VIPPY SPINPRO LTD.

Resolutions	Resolutions	Resolutions
Ordinary Business
1.	Adoption of Financial Statement for theyear ended 31stMarch,2019(OrdinaryResolution)
2.	Re-appointment of Shri Praneet Mutha(DIN-00424250),who retires byrotation(OrdinaryResolution)
Special Business
3.	Approval of the remuneration of Cost Auditors for the fnancial year ending March 31, 2020 (Ordinary Resolution)
4.	Re-appointment of Shri Mangalore Maruthi Rao (DIN: 00775060), as a Whole Time Director for a period of two(2) years w.e.f. 28.10.2018
5.	Re-appointment of Shri Piyush Mutha (DIN: 00424206), as a Managing Director for a period of One(1) year w.e.f. 01.04.2019 to 31.03.2020
6.	Re-appointment of Shri Subhash Kocheta (DIN: 00590610), as an Independent Director of the Company, for a second term of Five(5)consecutiveyears on the Board of the Company
7.	Re-appointment of Shri Raghuram Krishnamurthy (DIN: 00776063), as an Independent Director, for a second term of Five(5)consecutiveyears on the Board of the Company
8.	Appointment of Shri Mohan Jain (DIN: 00395584), as an Independent Director of the Company, for a term of Five(5)consecutiveyears on the Board of the Company
Signed this ------------day of------------2019 Signature of shareholder............................................ Signature of Proxy holder(s)..................................... Affx Revenue Stamp
		Affx Revenue Stamp

Note : : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

~~~~

111

AI assistant

Vippy Spinpro Ltd. AGM Information 2019

63795_rns_2019-09-04_aef21332-1a6f-4c1a-9d7f-5741233e560c.pdf

NOTICE

ORDINARY BUSINESS

SPECIAL BUSINESS

Notes:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No.3

Item No.4

Item No.5

I. GENERAL INFORMATION

II. INFORMATION ABOUT THE APPOINTEE

III. OTHER INFORMATION

IV. DISCLOSURES

Item No.6 and 7

Item No.8

1.) Shri Praneet Mutha

2.) Shri Mangalore Maruthi Rao

3.) Shri Piyush Mutha

4.) Shri Subhash Kocheta

5.) Shri Raghuram Krishnamurthy

6.) Shri Mohan Jain

Vippy Spinpro Ltd.

Proxy Form

Name of Member(s):

Registered Address:

E-mail Id:

Folio No./Client Id:

DP ID:

Vippy Spinpro Ltd.

ATTENDANCE SLIP

27[th] Annual General Meeting on Monday, 30[th] day of September, 2019, at 9.30 a.m

AI assistant

Vippy Spinpro Ltd. — AGM Information 2019

63795_rns_2019-09-04_aef21332-1a6f-4c1a-9d7f-5741233e560c.pdf

NOTICE

ORDINARY BUSINESS

SPECIAL BUSINESS

Notes:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No.3

Item No.4

Item No.5

I. GENERAL INFORMATION

II. INFORMATION ABOUT THE APPOINTEE

III. OTHER INFORMATION

IV. DISCLOSURES

Item No.6 and 7

Item No.8

1.) Shri Praneet Mutha

2.) Shri Mangalore Maruthi Rao

3.) Shri Piyush Mutha

4.) Shri Subhash Kocheta

5.) Shri Raghuram Krishnamurthy

6.) Shri Mohan Jain

Vippy Spinpro Ltd.

Proxy Form

Name of Member(s):

Registered Address:

E-mail Id:

Folio No./Client Id:

DP ID:

Vippy Spinpro Ltd.

ATTENDANCE SLIP

27[th] Annual General Meeting on Monday, 30[th] day of September, 2019, at 9.30 a.m

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Vippy Spinpro Ltd. AGM Information 2019